Common use of Grounds for Termination Clause in Contracts

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of the Seller and Purchaser; (b) By the Seller or the Purchaser if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunder.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the ClosingClosing Date: (a) By by the mutual written consent agreement of the Seller and PurchaserParties; (b) By upon written notice of termination from the Purchaser to the Seller if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser if the Closing shall has not have been consummated occurred on or before prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section shall not be available to any party whose failure a Party if such event was primarily due to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing such Party to occur on or before the Termination Date; (c) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, perform any of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunder.Agreement;

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of the Seller Stockholders and PurchaserTGLN; (b) By the Seller Stockholders or the Purchaser if the Closing shall not have been consummated on or before the Termination DateTGLN; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Dateoccur; (c) By the Seller Stockholders or the Purchaser TGLN if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the PurchaserTGLN, if the Seller Stockholders shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller Stockholders shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser TGLN current in its filings and honor existing agreements; and (e) By the SellerStockholders, if the Purchaser TGLN shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Stockholders hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingEffective Time, in each case as authorized by the respective Boards of Directors of the Parties: (a) By mutual written consent of the Seller each of Ensec and PurchaserSentech; (b) By the Seller Ensec or the Purchaser Sentech if the Closing Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 16.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Termination Date; (c) By the Seller Ensec or the Purchaser Sentech if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, Sentech if the Seller Ensec shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller Ensec shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to Ensec's obligations to consummate the transactions contemplated hereby; (e) By Ensec if Sentech shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to result in a failure to satisfy a condition to Sentech's obligations to consummate the transactions contemplated hereby; (f) By Ensec if at the Ensec Stockholder Meeting (including any adjournment thereof) this Agreement and the Ensec Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of Ensec as required under the FBCA; (g) By Sentech if at the Sentech Stockholder Meeting (including any adjournment thereof) this Agreement and the Sentech Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of Sentech as required under the FBCA; (h) By Ensec, prior to the approval of this Agreement by the stockholders of Ensec, upon five days notice to Sentech, if, as a result of an Acquisition Proposal received by Ensec from a Person other than a Party to this Agreement or any of its Affiliates, the Seller hereunderBoard of Directors of Ensec determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination Ensec executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of Ensec shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Sentech pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) Ensec shall have provided Sentech with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(a) hereof (including making the finding contemplated by Section 8.2(a)(x) hereof) and (y) Ensec shall, and shall cause its financial and legal advisors to, negotiate with Sentech to make such adjustments in the terms and conditions of this Agreement as would enable Ensec to proceed with the Transactions; (i) By Sentech, prior to the approval of this Agreement by the stockholders of Sentech, upon five days notice to Ensec, if, as a result of an Acquisition Proposal received by Sentech from a Person other than a Party to this Agreement or any of its Affiliates, the Board of Directors of Sentech determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination Sentech executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of Sentech shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Ensec pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) Sentech shall have provided Ensec with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(b) hereof (including making the finding contemplated by Section 8.2(b)(i)(x) hereof) and (y) Sentech shall, and shall cause its financial and legal advisors to, negotiate with Ensec to make such adjustments in the terms and conditions of this Agreement as would enable Sentech to proceed with the Transactions. (j) By Ensec if the Board of Directors of Sentech shall withdraw, modify or change its recommendation of this Agreement or the Sentech Merger or shall have failed to reaffirm its recommendation within five business days of Ensec's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal.

Grounds for Termination. This Agreement may be terminated at any time before prior to the Closing: (a) By by mutual written consent agreement of the Seller Stockholders and PurchaserOld Night; (b) By by either the Seller Stockholders or the Purchaser Old Night if the Closing shall not have been consummated on or before August 31, 2000; (c) by either the Termination DateStockholders or Old Night if there shall be any law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; (d) by either the Stockholders or Old Night if an event shall have occurred that has resulted or could reasonably be expected to result in a material adverse change to the anticipated benefits of the transactions contemplated hereby to Old Night, ILDC or the Stockholders; (e) by either the Stockholders or Old Night if there has been a material misrepresentation or breach of warranty on the part of Old Night (in the case of termination by the Stockholders) or a misrepresentation or breach of warranty by ILDC or the Stockholders which would have a Material Adverse Effect (in the case of termination by Old Night) in each case in the representations and warranties contained herein and such misrepresentation or breach is not capable of being cured through commercially reasonable best efforts prior to August 31, 2000, or any condition to such party's obligations hereunder becomes incapable of fulfillment through no fault of such party and is not waived by the other party; provided, however, that the right The party desiring to terminate this Agreement shall not be available give notice of such termination to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderother parties.

Grounds for Termination. This Subject to the Telecommunications Rights-of-Way Ordinance provisions concerning incumbent local exchange carriers like the PROVIDER, tThe CITY may terminate or revoke this Agreement may be terminated at and all rights and privileges herein provided for any time before of the Closingfollowing reasons: (a) By mutual written consent The PROVIDER fails to make timely payments of the Seller franchise fee as required under Article 2 of this Agreement and Purchaserdoes not correct such failure within sixty (60) calendar days after receipt of written notice by the CITY of such failure; (b) By The PROVIDER, by act or omission, materially violates a material duty herein set forth in any particular within the Seller PROVIDER’s control, and with respect to which redress is not otherwise herein provided. In such event, the CITY, acting by or through its CITY Council, may determine, after hearing, that such failure is of a material nature, and thereupon, after written notice giving the Purchaser if PROVIDER notice of such determination, the Closing PROVIDER, within sixty (60) calendar days of such notice, shall not commence efforts to remedy the conditions identified in the notice and shall have been consummated on ninety (90) calendar days from the date it receives notice to remedy the conditions. After the expiration of such 90-day period and failure to correct such conditions, the CITY may declare the franchise forfeited and this Agreement terminated, and thereupon, the PROVIDER shall have no further rights or before the Termination Dateauthority hereunder; provided, however, that any such declaration of forfeiture and termination shall be subject to judicial review as provided by law, and provided further, that in the right to terminate this Agreement shall event such failure is of such nature that it cannot be available to any party whose failure to fulfill any obligation under this Agreement has been reasonably corrected within the cause of, or resulted in90-day time period provided above, the CITY shall provide additional time for the reasonable correction of such alleged failure if the reason for the noncompliance was not the intentional or negligent act or omission of the Closing to occur on or before the Termination Date;PROVIDER; or (c) By The PROVIDER becomes permanently insolvent, unable or unwilling to pay its debts, is adjudged bankrupt, or all or part of its facilities should are required to be sold under an instrument to secure a debt and is are not redeemed by the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order PROVIDER within sixty (which court order the parties shall use commercially reasonable efforts to lift60) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable;days. (d) By the Purchaser, if the Seller shall have breachedThe PROVIDER, or failed to comply with, any its contractors damage CITY or private property during the installation and maintenance of its obligations under telecommunication network and fails to repair or compensate the property ownerCITY for the damage. When not timely cured consistent with Section 7.1(b), above, Ssuch failure isshall constitute a material breach of this Agreement or any representation or warranty made by the Seller Agreementcontract and PROVIDER shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty be given sixty (2060) days after written notice thereof, including failure to keep complete any required repairsfollow the Purchaser current timelines outline in its filings and honor existing agreements; and (e7.1(b) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderabove.

Grounds for Termination. This Agreement may be terminated at any time before --------------------------- the ClosingClosing Date: (a) By mutual written consent of the Seller DCM and PurchaserIBII; (b) By the Seller DCM or the Purchaser IBII if the Closing shall not have been consummated on or before the Termination Closing Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Closing Date; (c) By the Seller DCM or the Purchaser IBII if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the PurchaserDCM, if the Seller IBII shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller IBII shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and, (e) By the SellerIBII, if the Purchaser DCM shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller IBII hereunder.

Grounds for Termination. This Agreement may be terminated at any time before prior to the Closing: (a) By upon the mutual written consent in writing of each of the Seller and Purchaserparties hereto; (b) By by the Seller Company or the Purchaser any Investor only with respect to such Investor, if the Closing shall with respect to such Investor has not have been consummated on or before completed by the Termination Long Stop Date; provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.01(b) shall not be available to any party whose Person if such Person’s failure to fulfill fulfil any obligation under this Agreement or the other Transaction Documents or breach hereunder or thereunder has been the a material cause of, or resulted in, the failure of the Closing to occur on or before the Termination Long Stop Date; (c) By the Seller or the Purchaser by any Investor, only with respect to such Investor, if a court breach of competent jurisdiction any representation or governmental, regulatory warranty or administrative agency failure to perform any covenant or commission other agreement set forth in this Agreement on the part of the Company shall have issued a court order (which court order occurred that would cause the parties shall use commercially reasonable efforts conditions set forth in Article VI not to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsbe satisfied, and such court order shall have become final and non-appealable;breach or failure to perform is not cured by the Company within thirty (30) days following receipt of written notice thereof; provided that such Investor is not then in breach of this Agreement so as to cause any of the conditions set forth in Article VI not to be satisfied; or (d) By by the PurchaserCompany, with respect to an Investor, if the Seller shall have breached, or failed to comply with, any a breach of its obligations under this Agreement or any representation or warranty made by of failure to perform any covenant or other agreement set forth in this Agreement on the Seller part of such Investor shall have been incorrect when madeoccurred that would cause the conditions set forth in Article VI not to be satisfied, and such breach, breach or failure or misrepresentation to perform is not cured by such Investor within twenty thirty (2030) days after following receipt of written notice thereof, including failure ; provided that the Company is not then in breach of this Agreement so as to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with cause any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and the conditions set forth in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits Article VI ‎not to be received by the Seller hereundersatisfied.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time before the ClosingEffective Time as provided below: (a) By by mutual written consent of each of the Seller Parties and PurchaserBuyer; (b) By the Seller or the Purchaser by any Party, if the Closing shall not have been consummated occurred on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser by any Party, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission other Governmental Entity shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealable; (d) By the Purchaserby Buyer, if the any of Seller Parties shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller Parties shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to keep result in a Material Adverse Effect on the Purchaser current in its filings and honor existing agreements; andBusiness; (e) By the Sellerby Seller Parties, if the Purchaser Buyer shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Buyer hereunder.; or

Grounds for Termination. This Agreement may be terminated at any time before the ClosingEffective Time, in each case as authorized by the respective Board of Directors of the Company and the Buyer: (a) By mutual written consent of each of the Seller Company and Purchaserthe Buyer; (b) By either the Seller Company or the Purchaser Buyer if the Closing Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Termination Date; (c) By either the Seller Company or the Purchaser Buyer if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, Company or the Buyer if the Seller required approvals of the stockholders of the Company shall fail to have been obtained at a duly held stockholders' meeting of the Company, including any adjournments thereof; (e) By the Buyer if the Company shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller Company shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep by the Purchaser current in its filings and honor existing agreements; and (e) By earlier of the Seller, if the Purchaser shall have breached, Termination Date or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a Material Adverse Effect; (f) By the Company if the Buyer shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Buyer shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured by the benefits earlier of the Termination Date or 20 days after notice thereof; or (g) By the Company, prior to be the approval of this Agreement by the stock- holders of the Company, upon five days' prior notice to the Buyer, if, as a result of a written Acquisition Proposal received by the Seller hereunderCompany from a Person other than a party hereto or any of its Affiliates, the Board of Directors of the Company determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) such written Acquisition Proposal was received by the Company without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with the Company or any Company Representative in violation of the provisions of Section 5.4 of this Agreement, (ii) such Acquisition Proposal is financially superior to the Transactions and the Person proposing such Acquisition Proposal has demonstrated that the funds necessary for such Acquisition Proposal are reasonably likely to be available (as determined in good faith in each case by the Company's Board of Directors after consultation with its financial advisors), and (iii) the Board of Directors of the Company shall have concluded in good faith, after considering applicable provisions of state law, on the basis of written advice of outside counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law.

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of the Seller Shareholder and Purchaser; (b) By the Seller Shareholder or the Purchaser if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller Shareholder or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller Shareholder shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller Shareholder shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the SellerShareholder, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Shareholder hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of the Seller Stockholders and PurchaserKalex; (b) By the Seller Stockholders or the Purchaser Kalex if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller Stockholders or the Purchaser Kalex if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the PurchaserKalex, if the Seller Stockholders shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller Stockholders shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser Kalex current in its filings and honor existing agreements; and (e) By the SellerStockholders, if the Purchaser Kalex shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Stockholders hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingEffective Time, in each case as authorized by the respective Boards of Directors of Omnicare and IBAH: (a) By mutual written consent of the Seller each of Omnicare and PurchaserIBAH; (b) By the Seller either Omnicare or the Purchaser IBAH if the Closing Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Termination Date; (c) By the Seller either Omnicare or the Purchaser IBAH if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, Omnicare if the Seller IBAH shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty 39 44 made by the Seller IBAH shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to IBAH's obligations to consummate the transactions contemplated hereby; (e) By IBAH if any Omnicare Party shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to result in a failure to satisfy a condition to Omnicare's obligations to consummate the transactions contemplated hereby; (f) By IBAH if at the IBAH Stockholder Meeting (including any adjournment thereof) this Agreement and the Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of IBAH as required under the DGCL; (g) By IBAH, prior to the approval of this Agreement by the stockholders of IBAH, upon five days notice to Omnicare, if, as a result of an Acquisition Proposal received by IBAH from a Person other than a Party to this Agreement or any of its Affiliates, the Seller hereunderBoard of Directors of IBAH determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination IBAH executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of IBAH shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Omnicare pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, (iii) prior to any such termination, (x) IBAH shall have provided Omnicare with five days' notice of the terms of the proposal and otherwise complied with Section 6.3 hereof (including making the finding contemplated by Section 6.3(i)(x) hereof) and (y) IBAH shall, and shall cause its financial and legal advisors to, negotiate with Omnicare to make such adjustments in the terms and conditions of this Agreement as would enable IBAH to proceed with the Transactions and (iv) IBAH shall have paid Omnicare the Termination Fee; or (h) By Omnicare if the Board of Directors of IBAH shall withdraw, modify or change its recommendation of this Agreement or the Merger or shall have failed to reaffirm its recommendation within five business days of Omnicare's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal. (i) By IBAH, pursuant to Section 2.6(c) hereof.

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent Employer may terminate and pay none of the Seller compensation set forth above if termination is for "Cause", which for purposes of this Agreement shall mean Employee (i) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (ii) has willfully refused without proper legal reason to perform the duties and Purchaserresponsibilities required of him hereunder (provided, however, that no act or failure to act pursuant to subsections (i) and (ii) above shall be deemed "willful" if due primarily to an error in judgment or negligence or if made in good faith with reasonable belief that such act is in the best interest of the Company), (iii) has materially breached any material provision of this Agreement (and such breach remains uncorrected 30 days following Employee's receipt of written notice of the breach from the Company), or (iv) the Employee commits, is arrested or officially charged with any felony, or any crime involving moral turpitude, which, in the good faith opinion of the Company, would impair Employee's ability to perform his duties hereunder or would impair the business reputation of the Company or Employee misappropriates any funds or property of the Company; (b) By Employee may terminate, and receive compensation as set forth above, in connection with or based upon (i) a material breach by the Seller Company of any material provision of this Agreement, (ii) a substantial and material reduction in the nature or scope of Employee's duties or responsibilities, or (iii) the Purchaser if assignment to Employee of duties and responsibilities that are materially inconsistent with his position; provided, however, that prior to Employee's termination of employment under this paragraph 2(b), Employee must give written notice to the Closing Company of any such breach, reduction or assignment and such breach, reduction or assignment must remain uncorrected for 30 days following such written notice; (c) Employee may terminate, and receive compensation set forth above, upon a Change in Control, or within twelve (12) months thereafter, where a "Change in Control" is defined to mean (i) any merger, consolidation or reorganization in which the Company is not the surviving entity (or survives only as a subsidiary of an entity), (ii) any sale, lease, exchange, or other transfer of (or agreement to sell, lease, exchange, or otherwise transfer) all or substantially all of the assets of the Company to any other person or entity (in one transaction or a series of related transactions), (iii) dissolution or liquidation of the Company, (iv) when any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than [30%] of the outstanding shares of the Company's voting stock (based upon voting power), (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall not have been consummated on cease to constitute a majority of the Board of Directors, or before (vi) any event that is reported by the Termination DateParent Company under Item 1 of a Form 8-K filed with the Securities and Exchange Commission; provided, however, that the right to terminate this Agreement term "Change in Control" shall not be available to include any party whose failure to fulfill any obligation under this Agreement has been the cause ofreorganization, merger, consolidation, sale, lease, exchange, or resulted in, similar transaction involving solely the failure Company and one or more previously wholly-owned subsidiaries of the Closing to occur on or before the Termination Date; Company unless such matter is described in clause (cvi) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderabove.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of Acquiror and Shareholders owning at least 51% of the Seller and Purchaser;Shares. (b) By Acquiror or Shareholders owning at least 51% of the Seller or the Purchaser Shares, if the Closing shall not have been consummated on or before within five (5) business days of the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before the Termination Date; (c) By Acquiror or Shareholders owning at least 51% of the Seller or the Purchaser Shares if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By Shareholders owning at least 51% of the Purchaser, Shares if the Seller Acquiror shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller Acquiror shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 3 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to Acquiror’s obligations to consummate the transactions contemplated hereby; (e) By Acquiror if Acquiree or any Shareholder shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 3 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to be received by result in a failure to satisfy a condition to Acquiree’s or any Shareholder’s obligations to consummate the Seller hereunder.transactions contemplated hereby;

Grounds for Termination. This Agreement may be terminated at any time before --------------------------- the ClosingClosing Date: (a) By mutual written consent of the Seller KWI and PurchaserVMCI; (b) By the Seller KWI or the Purchaser VMCI if the Closing shall not have been consummated on or before the Termination Closing Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Closing Date; (c) By the Seller KWI or the Purchaser VMCI if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the PurchaserKWI, if the Seller VMCI shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller VMCI shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and, (e) By the SellerVMCI, if the Purchaser KWI shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller VMCI hereunder.

Grounds for Termination. This Agreement may be terminated at any time before prior to the Closing: (a) By by mutual written consent agreement of the Seller and PurchaserParties; (b) By by written notice from either Buyer or Seller to the Seller or the Purchaser if other if: (i) the Closing shall has not have been consummated effected on or before prior to the close of business on April 25, 2008 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party Party whose failure to fulfill any obligation under of its obligations contained in this Agreement has been the cause of, or resulted in, the failure of the Closing to occur have occurred on or before prior to the Termination Dateaforesaid date; (cii) By any Applicable Law shall be enacted or become applicable that makes the Seller transactions contemplated hereby or the Purchaser if a court consummation of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins Closing illegal or otherwise prohibits prohibited; (iii) any judgment, injunction, order or decree enjoining either party hereto from consummating the transactionstransactions contemplated hereby is entered, and such court judgment, injunction, order or decree shall have become final and non-appealablenonappealable; (div) By the Purchaser, if the Seller shall have breached, or failed to comply with, any such Party is not in material breach of its obligations under this Agreement and the other Party is in material breach or material default of any representation representation, warranty, covenant, or warranty made by agreement contained herein or there are any inaccuracies or misrepresentations in the other party’s representations or warranties which have had, or if not cured prior to the Closing Date would reasonably be expected to have, a Seller shall have been incorrect when madeMaterial Adverse Effect or Buyer Material Adverse Effect, as the case may be, and such breach, failure default, misrepresentation or inaccuracy shall not be cured or waived within 20 Business Days after written notice is delivered to the non-breaching party specifying, in reasonable detail, such claimed material breach, default, misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in or inaccuracy and demanding its filings and honor existing agreementscure or satisfaction; andor (ev) By the Seller, if the Purchaser there shall have breached, or failed occurred any event that constitutes a Change of Control with respect to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderother party.

Grounds for Termination. This Agreement may be terminated at any time ----------------------- before the ClosingClosing Date: (a) By mutual written consent of the Seller Shareholders and PurchaserBuyer; (b) By the Seller Shareholders or the Purchaser Buyer if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller Shareholders or the Purchaser Buyer if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the PurchaserBuyer, if the Seller any Shareholder shall have breached, or failed to comply with, any of its or his obligations under this Agreement or any representation or warranty made by the Seller any Shareholder shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Sellerany Shareholder, if the Purchaser Buyer shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Shareholders hereunder.

Grounds for Termination. This Agreement may be terminated by written notice of termination at any time before the Closing:Effective Date (whether before or after action by stockholders of GHHC or Vitana-X): (a) By by mutual written consent of the Seller and Purchaserparties hereto; (b) By by SELLERS, upon written notice to GHHC given at any time (i) if any of the Seller representations and warranties of GHHC contained in Article VI above was materially incorrect when made, or (ii) in the Purchaser if the Closing shall not have been consummated on event of a material breach or before the Termination Date; provided, however, that the right to terminate material failure by GHHC of any covenant or agreement of GHHC contained in this Agreement shall that has not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause ofbeen, or resulted incannot be, cured within thirty days after written notice of such breach or failure is given to GHHC, and which inaccuracy, breach, or failure, if continued to the failure of the Closing to occur on or before the Termination Effective Date, would result in any condition set forth in Article IV above not being satisfied; (c) By by GHHC, upon written notice to SELLERS given at any time (i) if any of the Seller representations, warranties, or covenants of SELLERS contained in Articles VIII or IX above was materially incorrect when made, or (ii) in the Purchaser if event of a court material breach or material failure by SELLERS of competent jurisdiction any covenant or governmentalagreement of SELLERS contained in this Agreement that has not been, regulatory or administrative agency cannot be, cured within thirty days after written notice of such breach or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts failure is given to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsSELLERS, and such court order shall have become final and non-appealable;which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in Article V above not being satisfied; and (d) By by either SELLERS or GHHC upon written notice given to the Purchaser, other if the Seller shall shareholders of either Vitana-X or GHHC will have breached, or voted on and failed to comply withadopt this Agreement, any at the meeting of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and shareholders called for such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderpurpose.

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Red Oak owning a majority of the Seller Units of in RxAir and PurchaserUV; (b) By the Seller Red Oak or the Purchaser if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser UV if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (dc) By the PurchaserUV, if the Seller Red Oak shall have breached, or failed to comply with, any of its Red Oak’s obligations under this Agreement or any representation or warranty made by the Seller Red Oak shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (ed) By the SellerRed Oak, if the Purchaser UV shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Red Oak hereunder.

Grounds for Termination. This Anything herein or elsewhere to the contrary ----------------------- notwithstanding, this Agreement and the obligations of the parties hereunder may be terminated at any time before on or prior to the ClosingClosing Date, as follows: (a) By mutual MAPICS (i) in the event that the transactions contemplated hereunder have been prohibited or enjoined by reason of any final judgment, decree or order entered or issued by a court of competent jurisdiction in litigation or proceedings involving either MAPICS or the Company; (ii) in the event the conditions precedent to MAPICS' obligation to close are not satisfied and performed in full at or prior to the Closing Date, as required by Section 10 hereof (other than as a result of a breach by MAPICS or Merger Corp. of their obligations hereunder); or (iii) in the event the Company breaches or violates any material provision of this Agreement or fails to perform any material covenant or agreement to be performed by the Company under the terms of this Agreement and such breach, violation or failure is not cured within 6 days after written consent of the Seller and Purchaser;notice thereof or waived by MAPICS prior to Closing. (b) By the Seller Company (i) in the event that the transactions contemplated hereunder have been prohibited or enjoined by reason of any final judgment, decree or order entered or issued by a court of competent jurisdiction in litigation or proceedings involving either MAPICS, Merger Corp. or the Purchaser Company; (ii) in the event the conditions precedent to the obligation of the Company to close are not satisfied and performed in full at or prior to the Closing Date, as required by Section 11 hereof (other than as a result of breach by the Company of its obligations hereunder); or (iii) in the event MAPICS or Merger Corp. breaches or violates any material provision of this Agreement or fails to perform any material covenant or agreement to be performed by MAPICS or Merger Corp. under the terms of this Agreement, and such breach, violation or failure is not cured within 10 days after written notice thereof or waived by the Company prior to Closing. (c) By the Company and MAPICS by mutual agreement or if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made occurred by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderOutside Closing Date.

Grounds for Termination. This Agreement may be terminated at any time before prior to the Closing: (a) By by mutual written consent agreement of the Seller Company and PurchaserBuyer; (b) By by the Seller Company or the Purchaser Buyer if the Closing shall will not have been consummated on or before the Termination DateFebruary 1, 2012; provided, however, provided that the such right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, of or resulted in, in the failure of the Closing to occur on or before the Termination Dateby such date; (c) By by the Seller Company or Buyer if consummation of the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and transactions contemplated hereby would violate any non-appealableappealable final order, decree or judgment of any court or Governmental Authority having competent jurisdiction; (d) By by Buyer (i) if there has been a material violation or breach by the PurchaserCompany of any covenant, if the Seller shall have breachedagreement, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by contained in this Agreement which has rendered the Seller shall have been incorrect when made, satisfaction of any condition to the obligations of Buyer impossible and such breachviolation or breach has not been waived by Buyer, or (ii) if there has been a failure of any of the conditions to Buyer’s obligations set forth in Section 8.02 hereof (unless such failure results primarily from a material breach by Buyer of any covenant, agreement, representation or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current warranty contained in its filings and honor existing agreements; andthis Agreement); (e) By by the SellerCompany (i) if there has been a material violation or breach by Buyer of any covenant, if the Purchaser shall have breachedagreement, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, contained in this Agreement which has rendered the satisfaction of any condition to the obligations of the Company impossible and such breach, failure violation or misrepresentation is breach has not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received been waived by the Seller hereunderCompany, or (ii) if there has been a failure of any of the conditions to the Company’s obligations set forth in Section 8.03 hereof (unless such failure results primarily from a material breach by the Company of any covenant, agreement, representation or warranty contained in this Agreement). The party desiring to terminate this Agreement pursuant to Section 12.01 will give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of the Seller Shareholders and PurchaseriBIZ; (b) By the Seller Shareholders or the Purchaser iBIZ if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller Shareholders or the Purchaser iBIZ if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the PurchaseriBIZ, if the Seller Shareholders shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller Shareholders shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser iBIZ current in its filings and honor existing agreements; and (e) By the SellerShareholders, if the Purchaser iBIZ shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller Shareholders hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of Purchaser and Shareholders owning at least 51% of the Seller and Purchaser;Shares. (b) By Purchaser or Shareholders owning at least 51% of the Seller or the Purchaser Shares if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before the Termination Date; (c) By Purchaser or Shareholders owning at least 51% of the Seller or the Purchaser Shares if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By Shareholders owning at least 51% of the Purchaser, Shares if the Seller Purchaser shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller Purchaser shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 10 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to Purchaser's obligations to consummate the transactions contemplated hereby; (e) By Purchaser if Target or any Shareholder shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 10 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to be received by result in a failure to satisfy a condition to Target's or any Shareholder's obligations to consummate the Seller hereunder.transactions contemplated hereby;

Grounds for Termination. This Agreement may be terminated at any time before the ClosingEffective Date, in each case as authorized by the respective Boards of Directors of the Parties: (a) By mutual written consent of the Seller each of RAI and PurchaserIBUI; (b) By the Seller RAI or the Purchaser IBUI if the Closing Merger and Share Exchange shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 17.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Date to occur on or before the Termination Date; (c) By the Seller RAI or the Purchaser IBUI if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, IBUI if the Seller RAI shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller RAI shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to RAI's obligations to consummate the transactions contemplated hereby; (e) By RAI if IBUI shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to result in a failure to satisfy a condition to IBUI's obligations to consummate the transactions contemplated hereby; (f) By RAI if at the RAI Stockholder Meeting (including any adjournment thereof) this Agreement and the Merger and Share Exchange shall fail to be approved and adopted by the affirmative vote of the stockholders of RAI as required under the DGCL; (g) By IBUI if at the IBUI Shareholder Meeting (including any adjournment thereof) this Agreement and the Merger and Share Exchange shall fail to be approved and adopted by the affirmative vote of the stockholders of IBUI as required under Nevada law; (h) By RAI, prior to the approval of this Agreement by the stockholders of RAI, upon five days notice to IBUI, if, as a result of an Acquisition Proposal received by RAI from a Person other than a Party to this Agreement or any of its Affiliates, the Seller hereunderBoard of Directors of RAI determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination RAI executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of RAI shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by IBUI pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) RAI shall have provided IBUI with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(a) hereof (including making the finding contemplated by Section 8.2(a)(x) hereof) and (y) RAI shall, and shall cause its financial and legal advisors to, negotiate with IBUI to make such adjustments in the terms and conditions of this Agreement as would enable RAI to proceed with the Transactions; (i) By IBUI, prior to the approval of this Agreement by the stockholders of IBUI, upon five days notice to RAI, if, as a result of an Acquisition Proposal received by IBUI from a Person other than a Party to this Agreement or any of its Affiliates, the Board of Directors of IBUI determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination IBUI executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of IBUI shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by RAI pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) IBUI shall have provided RAI with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(b) hereof (including making the finding contemplated by Section 8.2(b)(i)(x) hereof) and (y) IBUI shall, and shall cause its financial and legal advisors to, negotiate with RAI to make such adjustments in the terms and conditions of this Agreement as would enable IBUI to proceed with the Transactions. (j) By RAI if the Board of Directors of IBUI shall withdraw, modify or change its recommendation of this Agreement or the Merger and Share Exchange or shall have failed to reaffirm its recommendation within five business days of RAI's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal. (k) By IBUI if the Board of Directors of RAI shall withdraw, modify or change its recommendation of this Agreement or the Merger and Share Exchange or shall have failed to reaffirm its recommendation within five business days of IBUI's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal. (l) By IBUI if RAI is not listed for trading on the NASDAQ Smallcap Market on the Effective Date.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of the Seller EuroSwiss and PurchaserBTWO; (b) By the Seller EuroSwiss or the Purchaser BTWO if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date. However, for each completed Closing as set forth in Section 2.1 of this Agreement, BTWO shall be entitled to retain the percentage interest of the Assets purchased. For example, if the Agreement is terminated under this Section 11.1(b) after Closing under Section 2.1(a)(i) is completed, BTWO shall be entitled to retain 12.5% of the Assets; (c) By the Seller EuroSwiss or the Purchaser BTWO if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the PurchaserBTWO, if the Seller EuroSwiss shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller EuroSwiss shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof; and in either case, including failure any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to keep affect materially and adversely the Purchaser current in its filings and honor existing agreements; andbenefits to be received by the BTWO hereunder. (e) By the SellerEuroSwiss, if the Purchaser BTWO shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller EuroSwiss hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of the Seller Stockholders and PurchaserTBC Global; (b) By the Seller Stockholders or the Purchaser TBC Global if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller Stockholders or the Purchaser TBC Global if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the PurchaserTBC Global, if any of the Seller Stockholders shall have breached, or failed to comply with, any of his or its respective obligations under this Agreement or any representation or warranty made by the Seller a Stockholders shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure thereof is given to keep the Purchaser current in its filings and honor existing agreementsall parties; and (e) By the Sellera Stockholders, if the Purchaser TBC Global or another Stockholder shall have breached, or failed to comply with any of his or its obligations under this Agreement or any representation or warranty made by him or it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected thereof is given to affect materially and adversely the benefits to be received by the Seller hereunderall parties,.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time before the ClosingClosing as provided below: (a) By by mutual written consent of the Seller each of CGL and PurchaserGPF; (b) By the Seller or the Purchaser by any Party, if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this subsection (b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser by any Party, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Body shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaserby GPF, if the Seller CGL shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller CGL shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to keep the Purchaser current result in a Material Adverse Effect on CGL or its filings and honor existing agreementsBusiness; andor (e) By the Sellerby CGL, if any GPF Party or the Purchaser Company shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderresult in a Material Adverse Effect on any GPF Party or its Business.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time before the ClosingClosing as provided below: (a) By by mutual written consent of each of the Seller Parties and PurchaserBuyer; (b) By the Seller or the Purchaser by any Party, if the Closing shall not have been consummated on or before December 31, 2007 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser by any Party, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Body shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable best efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaserby Buyer, if any of the Seller Parties shall have breached, or failed to comply with, any of its their respective obligations under this Agreement or any representation or warranty made by the Seller Parties shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; andor (e) By by the SellerSeller Parties, if the Purchaser Buyer shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of the Seller VC and PurchaserPGHI; (b) By the Seller VC or the Purchaser PGHI if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller VC or the Purchaser PGHI if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the PurchaserPGHI, if the Seller VC shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller VC shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser PGHI current in its filings and honor existing agreements; and (e) By the SellerVC, if the Purchaser PGHI shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller VC hereunder.

Grounds for Termination. (a) This Agreement may be terminated at any time before prior to the Closing: (ai) By by mutual written consent agreement of Visteon and Ford; (ii) by either Ford or Visteon, if any applicable law or regulation makes consummation of the Seller transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; (iii) by Visteon if Ford shall have breached or failed to perform 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 Ford prior to the Outside Date or is not cured by the earlier of (x) 30 Business Days following written notice to Ford by Visteon of such breach and Purchaser;(y) the Outside Date and (B) if not cured would result in a failure of any condition set forth in Section .03(a); or (iv) by Ford if (A) Visteon shall have breached or failed to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (1) is incapable of being cured by Visteon prior to the Outside Date or is not cured by the earlier of (x) 30 Business Days following written notice to Visteon by Ford of such breach and (y) the Outside Date and (2) if not cured would result in a failure of any condition set forth in Section .02(a), or (B) Visteon shall have breached or failed to perform in any material respect any of its covenants contained in Sections 6.1 (but only, in the case of clause (c) thereof, to the extent such breach or failure to perform is of its performance obligations under the existing agreements referred to in such clause), 6.2 and 6.5 of the Funding Agreement between Ford and Visteon dated as of March 10, 2005, as amended and, other than in the case of such breach of Section 6.1(a) thereof (if such breach relates to the quantity or timing of the supply of components), such breach is not cured within 15 days after written notice thereof has been given by Ford to Visteon. The party desiring to terminate this Agreement pursuant to clauses (ii), (iii) or (iv) shall give notice of such termination to the other party. (b) By the Seller or the Purchaser if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this This Agreement shall not automatically terminate and be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of no further force and effect upon (A) termination of the Closing to occur on or before Contribution Agreement in accordance with its terms if such termination is in compliance with Section 5.08 of the Termination Date; (c) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Visteon "B" Purchase Agreement or any representation or warranty made by (B) termination of the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current Visteon "B" Purchase Agreement in accordance with its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderterms.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of Acquiror and Shareholders owning at least 51% of the Seller and Purchaser;Shares. (b) By Acquiror or Shareholders owning at least 51% of the Seller or the Purchaser Shares, if the Closing shall not have been consummated on or before within five (5) business days of the date of this Agreement (the "Termination Date"); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before the Termination Date; (c) By Acquiror or Shareholders owning at least 51% of the Seller or the Purchaser Shares if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By Shareholders owning at least 51% of the Purchaser, Shares if the Seller Acquiror shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller Acquiror shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 3 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to Acquiror's obligations to consummate the transactions contemplated hereby; (e) By Acquiror if Acquiree or any Shareholder shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 3 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to be received by result in a failure to satisfy a condition to Acquiree's or any Shareholder's obligations to consummate the Seller hereunder.transactions contemplated hereby;

Grounds for Termination. This Agreement may be terminated ----------------------- at any time before the ClosingEffective Time, in each case as authorized by the respective Boards of Directors of Omnicare and IBAH: (a) By mutual written consent of the Seller each of Omnicare and PurchaserIBAH; (b) By the Seller either Omnicare or the Purchaser IBAH if the Closing Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Termination Date; (c) By the Seller either Omnicare or the Purchaser IBAH if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, Omnicare if the Seller IBAH shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller IBAH shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to IBAH's obligations to consummate the transactions contemplated hereby; (e) By IBAH if any Omnicare Party shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to result in a failure to satisfy a condition to Omnicare's obligations to consummate the transactions contemplated hereby; (f) By IBAH if at the IBAH Stockholder Meeting (including any adjournment thereof) this Agreement and the Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of IBAH as required under the DGCL; (g) By IBAH, prior to the approval of this Agreement by the stockholders of IBAH, upon five days notice to Omnicare, if, as a result of an Acquisition Proposal received by IBAH from a Person other than a Party to this Agreement or any of its Affiliates, the Seller hereunderBoard of Directors of IBAH determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination IBAH executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of IBAH shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Omnicare pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, (iii) prior to any such termination, (x) IBAH shall have provided Omnicare with five days' notice of the terms of the proposal and otherwise complied with Section 6.3 hereof (including making the finding contemplated by Section 6.3(i)(x) hereof) and (y) IBAH shall, and shall cause its financial and legal advisors to, negotiate with Omnicare to make such adjustments in the terms and conditions of this Agreement as would enable IBAH to proceed with the Transactions and (iv) IBAH shall have paid Omnicare the Termination Fee; or (h) By Omnicare if the Board of Directors of IBAH shall withdraw, modify or change its recommendation of this Agreement or the Merger or shall have failed to reaffirm its recommendation within five business days of Omnicare's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal. (i) By IBAH, pursuant to Section 2.6(c) hereof.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time before the ClosingClosing as provided below: (a) By by mutual written consent of each of the Seller and PurchaserParties; (b) By the Seller or the Purchaser by any Party, if the Closing shall not have been consummated on or before December 31, 2005 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser by any Party, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Body shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaserby Buyer, if the Seller shall have breached, or failed to comply with, any of its their obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to keep result in a Material Adverse Effect on the Purchaser current in its filings and honor existing agreementsBusiness; andor (e) By the by Seller, if the Purchaser Buyer shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it Buyer shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunder.

Grounds for Termination. This Agreement may be terminated at any time before prior to the Closing: (ai) By by mutual written consent agreement of the Seller Melville and PurchaserNewco; (bii) By the Seller by either Melville or the Purchaser Newco if the Closing shall not have been consummated on or before June 30, 1996; (iii) by either Melville or Newco if there shall be any law or regulation that makes consummation of the Termination Datetransactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; providedor (iv) by Melville, howeverif any representation or warranty of Newco contained in this Agreement shall prove to be inaccurate in any material respect at the time when made and Newco shall refuse or fail after written notice to correct such representation or warranty within 30 days of such written notice; provided that Melville may not terminate this Agreement pursuant to this subsection (iv) if Newco continues in good faith to use its best efforts to correct any such representation or warranty, and such correction is capable of being performed prior to June 30, 1996; or (v) by Newco, if any representation or warranty of Melville or the Company contained in this Agreement shall prove to be inaccurate in any material respect at the time when made and Melville shall refuse or fail after written notice to correct such representation or warranty within 30 days of such written notice; provided that the right Newco may not terminate this Agreement pursuant to this subsection (v) if Melville continues in good faith to use its best efforts to correct any such representation or warranty, and such correction is capable of being performed prior to June 30, 1996. The party desiring to terminate this Agreement shall not be available give notice of such termination to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderother party.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of Acquiror and Shareholders owning at least 51% of the Seller and Purchaser;Acquiree Shares. (b) By Acquiror or Shareholders owning at least 51% of the Seller or the Purchaser Acquiror Shares, if the Closing shall not have been consummated on or before within five (5) Business Days of satisfaction of the closing conditions in Article IX and X (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before the Termination Date; (c) By Acquiror or Shareholders owning at least 51% of the Seller or the Purchaser Acquiree Shares if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By Shareholders owning at least 51% of the Purchaser, Acquiree Shares if the Seller Acquiror or Parent shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller Acquiror shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 3 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to Acquiror’s and adversely Parent’s obligations to consummate the benefits transactions contemplated hereby; (e) By Acquiror if Acquiree or any Shareholder shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within 3 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be received by expected to result in a failure to satisfy a condition to Acquiree’s or any Shareholder’s obligations to consummate the Seller hereunder.transactions contemplated hereby;

Grounds for Termination. This Agreement may be terminated at any time before prior to the Closing: (a) By by mutual written consent agreement of the Seller and PurchaserParties; (b) By by written notice from either Buyer or Seller to the Seller or the Purchaser if other if: (i) the Closing shall has not have been consummated effected on or before prior to the close of business on June 18, 2008 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party Party whose failure to fulfill any obligation under of its obligations contained in this Agreement has been the cause of, or resulted in, the failure of the Closing to occur have occurred on or before prior to the Termination Dateaforesaid date; (cii) By any Applicable Law shall be enacted or become applicable that makes the Seller transactions contemplated hereby or the Purchaser if a court consummation of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins Closing illegal or otherwise prohibits prohibited; (iii) any judgment, injunction, order or decree enjoining either party hereto from consummating the transactionstransactions contemplated hereby is entered, and such court judgment, injunction, order or decree shall have become final and non-appealablenonappealable; (div) By the Purchaser, if the Seller shall have breached, or failed to comply with, any such Party is not in material breach of its obligations under this Agreement and the other Party is in material breach or material default of any representation representation, warranty, covenant, or warranty made by agreement contained herein or there are any inaccuracies or misrepresentations in the other party’s representations or warranties which have had, or if not cured prior to the Closing Date would reasonably be expected to have, a Seller shall have been incorrect when madeMaterial Adverse Effect or Buyer Material Adverse Effect, as the case may be, and such breach, failure default, misrepresentation or inaccuracy shall not be cured or waived within 20 Business Days after written notice is delivered to the non-breaching party specifying, in reasonable detail, such claimed material breach, default, misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in or inaccuracy and demanding its filings and honor existing agreementscure or satisfaction; andor (ev) By the Seller, if the Purchaser there shall have breached, or failed occurred any event that constitutes a Change of Control with respect to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderother party.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of the Seller WSVC and PurchaserWLDI; (b) By the Seller WSVC or the Purchaser WLDI if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller WSVC or the Purchaser WLDI if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealable; (d) By the PurchaserWLDI, if the Seller WSVC shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller WSVC shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure to keep the Purchaser WLDI current in its filings and honor existing agreements; and (e) By the SellerWSVC, if the Purchaser WLDI shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller WSVC hereunder.

Grounds for Termination. This Agreement may be terminated by written notice of termination at any time before the Closing:Effective Date (whether before or after action by stockholders of PUBLIC COMPANY or PRIVATE COMPANY): (a) By by mutual written consent of the Seller and Purchaserparties hereto; (b) By by PRIVATE COMPANY, upon written notice to PUBLIC COMPANY given at any time (i) if any of the Seller representations and warranties of PUBLIC COMPANY contained in section 6 hereof was materially incorrect when made, or (ii) in the Purchaser if the Closing shall not have been consummated on event of a material breach or before the Termination Date; provided, however, that the right to terminate material failure by PUBLIC COMPANY of any covenant or agreement of PUBLIC COMPANY contained in this Agreement shall which has not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause ofbeen, or resulted incannot be, cured within thirty days after written notice of such breach or failure is given to PUBLIC COMPANY, and which inaccuracy, breach, or failure, if continued to the failure of the Closing to occur on or before the Termination Effective Date, would result in any condition set forth in section 4 hereof not being satisfied; (c) By by PUBLIC COMPANY, upon written notice to PRIVATE COMPANY given at any time (i) if any of the Seller representations, warranties, or covenants of PRIVATE COMPANY contained in sections 8 or 9 hereof was materially incorrect when made, or (ii) in the Purchaser if event of a court material breach or material failure by PRIVATE COMPANY of competent jurisdiction any covenant or governmentalagreement of PRIVATE COMPANY contained in this Agreement which has not been, regulatory or administrative agency cannot be, cured within thirty days after written notice of such breach or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts failure is given to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsPRIVATE COMPANY, and such court order which inaccuracy, breach, or failure, if continued to the Effective Date, would result in any condition set forth in section 5 hereof not being satisfied; and (iii) that, if PUBLIC COMPANY shall have become final terminate the Agreement, then PRIVATE COMPANY shall immediately rescind PURCHASER’S investment made on November 24, 2010 with interest per diem at the applicable Florida post-judgment rate, plus all amounts PURCHASER has paid in due diligence to third-parties and non-appealable;rescind PURCHASER’S prior investments in PRIVATE COMPANY. PRIVATE COMPANY shall also pay a penalty equal to ten percent of PURCHASER’S total investment and incidental expenses up through the date of the termination by PRIVATE COMPANY. (d) By by either PRIVATE COMPANY or PUBLIC COMPANY upon written notice given to the Purchaser, other if the Seller shareholders of either PRIVATE COMPANY or PUBLIC COMPANY shall have breached, or voted on and failed to comply withadopt this Agreement, any at the meeting of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and shareholders called for such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderpurpose.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of the Seller HEROYA and PurchaserFSTI; (b) By the Seller HEROYA or the Purchaser FSTI if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller HEROYA or the Purchaser FSTI if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the PurchaserFSTI, if the Seller HEROYA shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller HEROYA shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof; and in either case, including failure any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to keep affect materially and adversely the Purchaser current in its filings and honor existing agreements; andbenefits to be received by the FSTI hereunder. (e) By the SellerHEROYA, if the Purchaser FSTI shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller HEROYA hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingEffective Time, in each case as authorized by the respective Boards of Directors of the Parties: (a) By mutual written consent of the Seller each of Harmony and PurchaserNixxo; (b) By the Seller Harmony or the Purchaser Nixxo if the Closing Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 17.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Termination Date; (c) By the Seller Harmony or the Purchaser Nixxo if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, Nixxo if the Seller Harmony shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller Harmony shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to Harmony's obligations to consummate the transactions contemplated hereby; (e) By Harmony if Nixxo shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to result in a failure to satisfy a condition to Nixxo's obligations to consummate the transactions contemplated hereby; (f) By Harmony if at the Harmony Stockholder Meeting (including any adjournment thereof) the matters required to be approved at the Harmony Stockholder Meeting shall fail to be approved and adopted by the affirmative vote of the stockholders of Harmony as required under the NBCL; (g) By Nixxo if at the Nixxo Shareholder Meeting (including any adjournment thereof) this Agreement and the Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of Nixxo as required under the CGCL; (h) By Harmony, prior to the approval of this Agreement by the stockholders of Harmony, upon five days notice to Nixxo, if, as a result of an Acquisition Proposal received by Harmony from a Person other than a Party to this Agreement or any of its Affiliates, the Seller hereunderBoard of Directors of Harmony determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination Harmony executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of Harmony shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Nixxo pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) Harmony shall have provided Nixxo with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(a) hereof (including making the finding contemplated by Section 8.2(a)(x) hereof) and (y) Harmony shall, and shall cause its financial and legal advisors to, negotiate with Nixxo to make such adjustments in the terms and conditions of this Agreement as would enable Harmony to proceed with the Transactions; (i) By Nixxo, prior to the approval of this Agreement by the stockholders of Nixxo, upon five days notice to Harmony, if, as a result of an Acquisition Proposal received by Nixxo from a Person other than a Party to this Agreement or any of its Affiliates, the Board of Directors of Nixxo determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination Nixxo executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of Nixxo shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Harmony pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) Nixxo shall have provided Harmony with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(b) hereof (including making the finding contemplated by Section 8.2(b)(i)(x) hereof) and (y) Nixxo shall, and shall cause its financial and legal advisors to, negotiate with Harmony to make such adjustments in the terms and conditions of this Agreement as would enable Nixxo to proceed with the Transactions. (j) By Harmony if the Board of Directors of Nixxo shall withdraw, modify or change its recommendation of this Agreement or the Merger or shall have failed to reaffirm its recommendation within five Business Days of Harmony's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal. (k) By Nixxo if the Board of Directors of Harmony shall withdraw, modify or change its recommendation of this Agreement or the Merger or shall have failed to reaffirm its recommendation within five Business Days of Nixxo's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal.

Grounds for Termination. This The City may terminate or revoke this Franchise Agreement may be terminated at and all rights and privileges herein provided for any time before of the Closingfollowing reasons: (a) By mutual The Company, by act or omission, materially violates a duty or obligation herein set forth in any particular within the Company's control, and with respect to which redress is not otherwise herein provided. In such event, the City, acting by or through its Council, may after hearing, determine that such failure is of a material nature; and thereupon, after written consent notice given Company of such determination, Company shall, within thirty (30) days of such notice, commence efforts to remedy the Seller conditions identified in the notice, and Purchaser; will have six (b6) By months from the Seller date it receives notice to remedy the conditions. After the expiration of such six (6) months period and failure to correct such conditions, the City may declare this Franchise forfeited, and thereupon the Company shall have no further rights or the Purchaser if the Closing shall not have been consummated on or before the Termination Dateauthority hereunder; provided, however, that any such declaration of forfeiture shall be subject to judicial review as provided by law, and provided further that in the right to terminate this Agreement shall event such failure is of such nature that it cannot be available to any party whose failure to fulfill any obligation under this Agreement has been reasonably corrected within the cause ofsix (6) months time provided above, the City shall provide additional time for the reasonable correction of such alleged failure. (b) The Company becomes insolvent, unable, or resulted inwilling to pay its debts, its adjudged bankrupt, or all or part of its facilities should be sold under an instrument to secure a debt and is not redeemed by the failure of the Closing to occur on or before the Termination Date;Company within thirty (30) days; or (c) By In furtherance of the Seller Company policy or through acts or omissions done within the scope and course of employment, a director or officer of the Company knowingly engages in conduct or makes a material misrepresentation with or to the City, or the Purchaser if a court of competent jurisdiction or governmentalCompany's customers, regulatory or administrative agency or commission shall have issued a court order (which court order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactions, and such court order shall have become final and non-appealable; (d) By the Purchaser, if the Seller shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually fraudulent or in violation of a felony criminal statue of the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunderState of Utah.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingEffective Time, in each case as authorized by the respective Boards of Directors of the Parties: (a) By mutual written consent of the Seller each of HERZ and PurchaserAsure; (b) By the Seller HERZ or the Purchaser Asure if the Closing Merger shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement under this Section 17.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Termination Date; (c) By the Seller HERZ or the Purchaser Asure if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaser, Asure if the Seller HERZ shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by the Seller HERZ shall have been incorrect in any material respect when made, and such breach, failure or misrepresentation is not cured within twenty (20) days after notice thereof, including failure to keep the Purchaser current in its filings and honor existing agreements; and (e) By the Seller, if the Purchaser shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially result in a failure to satisfy a condition to HERZ's obligations to consummate the transactions contemplated hereby; (e) By HERZ if Asure shall have breached, or failed to comply with, in any material respect, any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect in any material respect when made, and adversely such breach, failure or misrepresentation is not cured within 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the benefits aggregate, results or would reasonably be expected to result in a failure to satisfy a condition to Asure's obligations to consummate the transactions contemplated hereby; (f) By HERZ if at the HERZ Stockholder Meeting (including any adjournment thereof) this Agreement and the Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of HERZ as required under the DGCL; (g) By Asure if at the Asure Shareholder Meeting (including any adjournment thereof) this Agreement and the Merger shall fail to be approved and adopted by the affirmative vote of the stockholders of Asure as required under the NGCL; (h) By HERZ, prior to the approval of this Agreement by the stockholders of HERZ, upon five days notice to Asure, if, as a result of an Acquisition Proposal received by HERZ from a Person other than a Party to this Agreement or any of its Affiliates, the Seller hereunderBoard of Directors of HERZ determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination HERZ executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of HERZ shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by Asure pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) HERZ shall have provided Asure with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(a) hereof (including making the finding contemplated by Section 8.2(a)(x) hereof) and (y) HERZ shall, and shall cause its financial and legal advisors to, negotiate with Asure to make such adjustments in the terms and conditions of this Agreement as would enable HERZ to proceed with the Transactions; (i) By Asure, prior to the approval of this Agreement by the stockholders of Asure, upon five days notice to HERZ, if, as a result of an Acquisition Proposal received by Asure from a Person other than a Party to this Agreement or any of its Affiliates, the Board of Directors of Asure determines in good faith that its fiduciary obligations under applicable Law require that such Acquisition Proposal be accepted; provided, however, that (i) immediately following such termination Asure executes with such third party a definitive agreement to implement such Acquisition Proposal, (ii) the Board of Directors of Asure shall have concluded in good faith, after considering applicable provisions of applicable Law and after giving effect to all concessions which may be offered by HERZ pursuant to clause (iii) below, on the basis of advice of counsel, that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable Law, and (iii) prior to any such termination, (x) Asure shall have provided HERZ with five days' notice of the terms of the proposal and otherwise complied with Section 8.2(b) hereof (including making the finding contemplated by Section 8.2(b)(i)(x) hereof) and (y) Asure shall, and shall cause its financial and legal advisors to, negotiate with HERZ to make such adjustments in the terms and conditions of this Agreement as would enable Asure to proceed with the Transactions. (j) By HERZ if the Board of Directors of Asure shall withdraw, modify or change its recommendation of this Agreement or the Merger or shall have failed to reaffirm its recommendation within five Business Days of HERZ's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal. (k) By Asure if the Board of Directors of HERZ shall withdraw, modify or change its recommendation of this Agreement or the Merger or shall have failed to reaffirm its recommendation within five Business Days of Asure's request that it do so or shall have recommended or issued a neutral recommendation (or taken no position) with respect to any Acquisition Proposal.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time before the ClosingClosing as provided below: (a) By by mutual written consent of each of the Seller Parties and PurchaserBuyer; (b) By the Seller or the Purchaser by any Party, if the Closing shall not have been consummated on or before August 11, 2008 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller or the Purchaser by any Party, if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Body shall have issued a court order Court Order (which court order Court Order the parties Parties shall use commercially reasonable best efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the Purchaserby Buyer, if any of the Seller Parties shall have breached, or failed to comply with, any of its their respective obligations under this Agreement or any representation or warranty made by the Seller Parties shall have been incorrect when made, and such breach, failure or misrepresentation misrepresentation, if susceptible to cure, is not cured within twenty (20) 20 days after notice thereofthereof (but if not susceptible to cure, including failure to keep the Purchaser current in its filings and honor existing agreementsupon notice); andor (e) By by the SellerSeller Parties, if the Purchaser Buyer or Guarantor shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller hereunder.

Grounds for Termination. This Agreement may be terminated at any time before the ClosingClosing Date: (a) By mutual written consent of the Seller AMCG and PurchaserSYCD; (b) By the Seller AMCG or the Purchaser SYCD if the Closing shall not have been consummated on or before the Termination Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By the Seller AMCG or the Purchaser SYCD if a court of competent jurisdiction or governmentalgovern mental, regulatory or administrative agency or commission shall have issued a court order Court Order (which court order Court Order the parties shall use commercially reasonable efforts to lift) that permanently restrains, enjoins or otherwise prohibits the transactionsTransactions, and such court order Court Order shall have become final and non-appealablenonappealable; (d) By the PurchaserSYCD, if the Seller AMCG shall have breached, or failed to comply with, any of its obligations under this Agreement or any representation or warranty made by the Seller AMCG shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, including failure to keep the Purchaser SYCD current in its filings and honor existing agreements; and (e) By the SellerAMCG, if the Purchaser SYCD shall have breached, or failed to comply with any of its obligations under this Agreement or any representation or warranty made by it shall have been incorrect when made, and such breach, failure or misrepresentation is not cured within twenty (20) 20 days after notice thereof, and in either case, any such breaches, failures or misrepresentations, individually or in the aggregate, results or would reasonably be expected to affect materially and adversely the benefits to be received by the Seller AMCG hereunder.