Common use of Method of Termination Clause in Contracts

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by mutual written consent of GLDG and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBO; (b) by written notice from (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) by GLDG if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by GLDG) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or (d) by the mutual written consent of all of the COMBO Shareholders if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDG, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG has not had an adequate opportunity to cure such failure pursuant to Article “17” of this Agreement.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by A. mutual written consent of GLDG and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOparties; (b) B. by written notice from any party (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) C. by GLDG if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by GLDG) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or (d) by the mutual written consent of all of the COMBO Shareholders Unifide if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDGIndustrial Enterprises pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “79” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “1211” of this Agreement to be satisfied (and such condition is not waived in writing by COMBOUnifide) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “1211” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders Unifide may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Industrial Enterprises has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or D. by Industrial Enterprises if there is a material breach of any representation or warranty set forth in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by Unifide pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “9” of this Agreement, or the failure of a condition set forth in Article “11” of this Agreement to be satisfied (and such condition is not waived in writing by Industrial Enterprises) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Article “11” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, Industrial Enterprises may not terminate this Agreement prior to Closing Date if Unifide has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methodsor abandoned only as follows: (a) by By the mutual written consent of GLDG Company and Parent, notwithstanding prior approval by the stockholders of any or all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOsuch corporations; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt non-breaching party of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such datecomply; (c) by GLDG By Company or Parent if there is has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article “4” of this Agreement VII hereof, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any COMBO Shareholder in Article “6” act or failure to act of this Agreement or any covenant or agreement to be complied with or performed by COMBO or the Company; (e) By Parent after January 31, 1999, if any of the COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants conditions set forth in Article “7” VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of this Agreement, Parent or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied Merger Subsidiary; (and such condition is not waived in writing by GLDGf) on or prior to the Closing Date, By Parent or the occurrence Company if holders of any event which results in Shares constituting the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to Company Requisite Vote do not approve the Closing Date; Merger at the Stockholders Meeting, (provided however, that, GLDG that the Company may not terminate this Agreement prior to under this Section 8.1.(f) if the Closing Date if COMBO or any Company is in breach of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; orSection 6.6.); (dg) by the mutual written consent of all of the COMBO Shareholders if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDG, including, but not limited to, the covenants set forth in Article “7” of this Agreement, By Parent or the failure Company if holders of a condition set forth in Paragraph “A” shares of Article “12” Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of this Agreement to be satisfied shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by mutual written consent prior this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Closing Date Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if GLDG has not had an adequate opportunity the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to cure such failure pursuant to Article “17” Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methodsor abandoned only as follows: (a) by By the mutual written consent of GLDG Company and Parent, notwithstanding prior approval by the stockholders of any or all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOsuch corporations; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt non-breaching party of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such datecomply; (c) by GLDG By Company or Parent if there is has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article “4” of this Agreement ARTICLE VII hereof, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any COMBO Shareholder in Article “6” act or failure to act of this Agreement or any covenant or agreement to be complied with or performed by COMBO or the Company; (e) By Parent after January 31, 1999, if any of the COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants conditions set forth in Article “7” ARTICLE VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of this Agreement, Parent or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied Merger Subsidiary; (and such condition is not waived in writing by GLDGf) on or prior to the Closing Date, By Parent or the occurrence Company if holders of any event which results in Shares constituting the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to Company Requisite Vote do not approve the Closing Date; Merger at the Stockholders Meeting, (provided however, that, GLDG that the Company may not terminate this Agreement prior to under this SECTION 8.1.(f) if the Closing Date if COMBO or any Company is in breach of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; orSECTION 6.6.); (dg) by the mutual written consent of all of the COMBO Shareholders if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDG, including, but not limited to, the covenants set forth in Article “7” of this Agreement, By Parent or the failure Company if holders of a condition set forth in Paragraph “A” shares of Article “12” Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of this Agreement to be satisfied shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders that Parent may not terminate this Agreement under this SECTION 8.1.(g) if Parent is in breach of SECTION 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by mutual written consent prior this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in SECTION 6.4., as to its fiduciary duties to the Closing Date Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if GLDG has not had an adequate opportunity the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to cure such failure pursuant to Article “17” Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by A. mutual written consent of GLDG RCMN and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOGraphco; (b) B. by written notice from either of RCMN or Graphco. (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passeddoes not occur on or prior to December 31, that the Closing has not occurred2002(the "Termination Date"); provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Termination Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Termination Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “"(B” )" of this Article “15” "14" of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) C. by GLDG Graphco if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “"6” " of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders RCMN and Acquisition Corp. pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” "8" of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” "11" of this Agreement to be satisfied (and such condition is not waived in writing by GLDGGraphco) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” "11" of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG Graphco may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, RCMN has not had an adequate opportunity to cure such failure, pursuant to Article “17” "16" of this Agreement; or (d) D. by the mutual written consent of all of the COMBO Shareholders RCMN if there is a material breach of any representation or warranty set forth in Article “"5” " of this Agreement or any covenant or agreement to be complied with or performed by GLDGGraphco pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” "8" of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” "11" of this Agreement to be satisfied (and such condition is not waived in writing by COMBORCMN) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” "11" of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders RCMN may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Graphco has not had an adequate opportunity to cure such failure pursuant to Article “17” of this Agreementfailure.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by A. By mutual written consent of GLDG Aclor and all of the COMBO ShareholdersMetiscan, authorized by the Boards Board of Directors of each both of GLDG Aclor and COMBOMetiscan; (b) by B. By written notice from (i) GLDG to all any of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDGParties, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, provided however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties Parties to complete the procedures required to consummate the transactions contemplated hereby; provided, provided further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “1514” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) C. by GLDG Aclor if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders Metiscan pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by GLDG) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG Aclor may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, Metiscan has not had an adequate opportunity to cure such failure, pursuant to Article “1715” of this Agreement; or (d) D. by the mutual written consent of all of the COMBO Shareholders Metiscan if there is a material breach of any representation or warranty set forth in Article “57” of this Agreement or any covenant or agreement to be complied with or performed by GLDGAclor, including, but not limited to, the covenants set forth in Article “78” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders Metiscan may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Aclor has not had an adequate opportunity to cure such failure pursuant to Article “1715” of this Agreement.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methodsterminated: (a) by the mutual written consent of GLDG Seller and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOBuyer; (b) by Buyer by written notice from to Seller if: (i) GLDG there has been a breach, inaccuracy in or failure to all perform any representation, warranty, covenant or agreement made by BWR or Seller pursuant to this Agreement that would give rise to the failure of any of the COMBO Shareholdersconditions specified in Section 8.1 and such breach, inaccuracy or (ii) all failure has not been cured by Seller within the earlier of the COMBO Shareholders to GLDG, if within Outside Date and ten (10) business days after of Seller’s receipt of such written notice that of such breach from Buyer; or (ii) any of the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing conditions set forth in Section 8.1 shall not have occurred onbeen, or prior toif it becomes apparent that any of such conditions will not be, fulfilled by the Closing Date as a result of any action takenOutside Date, or unless such failure shall be due to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of Buyer to perform or comply with any of the Closing covenants, agreements or conditions hereof to occur on be performed or before such datecomplied with by it prior to the Closing; (c) by GLDG if Seller by written notice to Buyer if: (i) there is has been a material breach breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any representation of the conditions specified in Section 8.2 and such breach, inaccuracy or warranty failure has not been cured by Buyer within the earlier of the Outside Date and ten (10) days of Buyer’s receipt of written notice of such breach from Seller; or New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000 (ii) any of the conditions set forth in Article “4” Section 8.2 shall not have been, or if it becomes apparent that any of this Agreement such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to the failure of Seller to perform or by any COMBO Shareholder in Article “6” of this Agreement or any covenant or agreement to be complied comply with or performed by COMBO or any of the COMBO Shareholders pursuant to the terms of this Agreementcovenants, including, but not limited to, the covenants set forth in Article “7” of this Agreement, agreements or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement conditions hereof to be satisfied (and such condition is not waived in writing performed or complied with by GLDG) on or it prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this AgreementClosing; or (d) by Buyer or Seller in the mutual written consent of all event that (i) there shall be any Legal Requirement that makes consummation of the COMBO Shareholders if there is a material breach of any representation or warranty set forth in Article “5” of transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any covenant Governmental Authority shall have issued an Order restraining or agreement to be complied with or performed enjoining the transactions contemplated by GLDG, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG has not had an adequate opportunity to cure such failure pursuant to Article “17” of this AgreementOrder shall have become final and non-appealable.

Method of Termination. This Agreement may be terminated at any time prior to the Closing Date, by any of the following methodsClosing: (a) by By the mutual written consent of GLDG Seller and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOPurchaser; (b) By Purchaser if any material breach of any representation, warranty, covenant, agreement or provision of this Agreement or any other Transaction Document has been committed by Seller and such breach has not been waived by Purchaser or cured by Seller in thirty (30) days after any written notice of breach from Purchaser delivered to Seller or (ii) Purchaser terminates the Collaboration Agreement or License Agreement based on a material and uncured default by or any other cause attributable to Seller thereunder pursuant to the terms and conditions thereof; (c) By Seller if (i) GLDG any material breach of any representation, warranty, covenant, agreement or provision of this Agreement has been committed by Purchaser and such breach has not been waived by Seller or cured by Purchaser in thirty (30) days after any written notice of breach from Seller delivered to all of the COMBO ShareholdersPurchaser, or (ii) all Seller terminates the Collaboration Agreement or License Agreement based on a material and uncured default by or any other cause attributable to Purchaser thereunder pursuant to the terms and conditions thereof (d) By Purchaser on or after, June 30, 2021, if any of the COMBO Shareholders conditions set forth in Article 7 hereof, to GLDGwhich the obligations of Purchaser are subject, have not been fulfilled, or if within ten (10) business days after receipt satisfaction of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, a condition by such date is or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in becomes impossible (other than through the failure of the Closing Purchaser to occur comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date; (ce) by GLDG By Seller on or after, June 30, 2021, if there is a material breach any of any representation or warranty the conditions set forth in Article “4” 8 hereof, to which the obligations of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders pursuant to the terms of this AgreementSeller are subject, including, but have not limited to, the covenants set forth in Article “7” of this Agreementbeen fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of a condition set forth in Paragraph “B” of Article “12” of Seller to comply with their obligations under this Agreement to be satisfied (Agreement), and Seller has not waived such condition is not waived in writing by GLDG) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure before such failure, pursuant to Article “17” of this Agreementdate; or (df) by By Purchaser in the mutual written consent event any claim or action for infringement, misappropriation or other violation of all any intellectual property rights of any Person is brought or threatened against Purchaser or Seller or its shareholders relating to any of the COMBO Shareholders if Purchased Assets, whereby (i) there is a material breach reasonable possibility of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDGsuccess, including, but not limited toand (ii) if successful, the covenants set forth in Article “7” result would materially affect the right of this Agreement, Purchaser to own the Purchased Assets and/or operate the Business such that ten percent (10%) or more of the failure of a condition set forth in Paragraph “A” of Article “anticipated revenues from Royalty Products (g) for the next twelve (12” of this Agreement to ) months would be satisfied (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Dateadversely impacted; provided however, that, the COMBO Shareholders may not terminate this Agreement that any such termination by mutual written consent prior to the Closing Date if GLDG has not had an adequate opportunity to cure such failure Purchaser pursuant to Article “17” of this AgreementSection 11.1(f) shall be Purchaser’s sole remedy in such instance.

Method of Termination. This Agreement may be terminated prior to the Closing DateClosing, by any of the following methods: (a) by mutual written consent of GLDG Purchaser and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOSeller; (b) by written notice from (i) GLDG to all either of the COMBO Shareholders, Purchaser or (ii) all of the COMBO Shareholders to GLDG, Seller if within ten (10) business days after receipt of such written notice that the Closing Date has passeddoes not occur on or before March 31, that 2001 (the Closing has not occurred"Outside Date"); provided, however, that if the Closing shall not have occurred on, or prior toby the Outside Date, the Outside Date shall automatically be extended until July 31, 2001 (the "Extension Date") unless both parties object in writing to such extension; provided, further, however, that if the Closing shall not have occurred by the Extension Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Extension Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; and provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement Section 13.1(b) shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) by GLDG Seller if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement 6 hereof or any material covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders Purchaser pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, Agreement or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement 10 to be satisfied (and such condition is not waived in writing by GLDGSeller) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement 10 to be satisfied on or prior to the Closing Date; provided howeverprovided, that, GLDG Seller may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, Purchaser has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or; (d) by the mutual written consent of all of the COMBO Shareholders Purchaser if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement 5 hereof or any material covenant or agreement to be complied with or performed by GLDG, including, but not limited to, Seller pursuant to the covenants set forth in Article “7” terms of this Agreement, Agreement or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement 9 to be satisfied (and such condition is not waived in writing by COMBOPurchaser) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement 9 to be satisfied on or prior to the Closing Date; provided howeverprovided, that, the COMBO Shareholders Purchaser may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Seller has not had an adequate opportunity to cure such failure pursuant to Article “17” failure; or (e) by Purchaser or Seller if a court of this Agreementcompetent jurisdiction or other Governmental Entity shall have issued a non-appealable final order, decree or ruling or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) A. by mutual written consent of GLDG Board of Directors of Whitemark and all of the COMBO Blue Sky Shareholders or the Blue Sky Shareholders, authorized by the Boards of Directors of each of GLDG and COMBO’ Designee; (b) B. by written notice pursuant to Paragraph “C” of Other than set forth in the Blue Sky Financial Statements “22” of this Agreement after the Closing Date which sets forth that the closing did not timely occur from (i) GLDG Whitemark to all of the COMBO Blue Sky Shareholders, or (ii) all of the COMBO Shareholders Blue Sky Shareholders’ Designee to GLDGWhitemark. If, if within ten (10) business days after receipt of such written notice that the Closing Date has passednotice, that the Closing has not occurred, this Agreement shall be terminated; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article Other than set forth in the Blue Sky Financial Statements “1518” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date;; provided, further, however, that the parties upon mutual written consent in accordance with Paragraph “C” of Other than set forth in the Blue Sky Financial Statements “22” of this Agreement may agree to adjourn the Closing Date and designate a new Closing Date, and after the designation of such a new Closing Date, this Paragraph “B” of this Other than set forth in the Blue Sky Financial Statements “18” of this Agreement shall have no effect until the new Closing Date has passed. (c) C. by GLDG Whitemark if there is a material breach of any representation or warranty set forth by Blue Sky in Article Other than set forth in the Blue Sky Financial Statements “47” of this Agreement or by any COMBO Shareholder Blue Sky Shareholders in Article Other than set forth in the Blue Sky Financial Statements “69” of this Agreement or any covenant or agreement to be complied with or performed by COMBO Blue Sky or any of the COMBO Blue Sky Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article Other than set forth in the Blue Sky Financial Statements “710” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article Other than set forth in the Blue Sky Financial Statements “1215” of this Agreement to be satisfied (and such condition is not waived in writing by GLDGWhitemark) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article Other than set forth in the Blue Sky Financial Statements “1215” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG Whitemark may not terminate this Agreement prior to the Closing Date if COMBO Blue Sky or any of the COMBO Blue Sky Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article Other than set forth in the Blue Sky Financial Statements “1720” of this Agreement; or (d) D. by the mutual written consent of all of the COMBO Blue Sky Shareholders Designee if there is a material breach of any representation or warranty set forth in Article Other than set forth in the Blue Sky Financial Statements “58” of this Agreement or any covenant or agreement to be complied with or performed by GLDG, including, but not limited toWhitemark, the covenants set forth in Article Other than set forth in the Blue Sky Financial Statements “710” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article Other than set forth in the Blue Sky Financial Statements “1215” of this Agreement to be satisfied (and such condition is not waived in writing by COMBOBlue Sky) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article Other than set forth in the Blue Sky Financial Statements “1215” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Blue Sky Shareholders may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Whitemark has not had an adequate opportunity to cure such failure pursuant to Article Other than set forth in the Blue Sky Financial Statements “1720” of this Agreement. E. by written notice pursuant to Paragraph “C” of Other than set forth in the Blue Sky Financial Statements “22” of this Agreement or TMK to Whitemark and the Blue Sky Shareholders if the Promissory Note is not paid in accordance with its terms, provided however, if, within ten (10) days receipt of such written notice, the Promissory Note, including all unpaid principal and accrued interest, is paid in full, then TMK may not terminate this Agreement

Method of Termination. This Agreement may be terminated prior to the Closing Effective Date, by any of the following methods: (aA) by mutual written consent of GLDG Western and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOSPI; (bB) by written notice from any of Western, SPI or Acquisition Corp. (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passeddoes not occur on or prior to December 31, that 2001 (the Closing has not occurred"Termination Date"); provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Termination Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Termination Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “"(B” )" of this Article “15” "23" of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (cC) by GLDG SPI if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement Articles "8" or by any COMBO Shareholder in Article “6” "9" of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders Western and Acquisition Corp. pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” "10" of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” "19" or Article "20" of this Agreement to be satisfied (and such condition is not waived in writing by GLDGSPI) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” "19" or Article "20" of this Agreement to be satisfied on or prior to the Closing Date; provided howeverprovided, that, GLDG SPI may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, Western has not had an adequate opportunity to cure such failure, pursuant to Article “17” "25" of this Agreement; or (dD) by the mutual written consent of all of the COMBO Shareholders Western if there is a material breach of any representation or warranty set forth in Article “5” "7" of this Agreement or any covenant or agreement to be complied with or performed by GLDGSPI pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” "10" of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” "19" or Article "20" of this Agreement to be satisfied (and such condition is not waived in writing by COMBOWestern) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” "19" or Article "20" of this Agreement to be satisfied on or prior to the Closing Date; provided howeverprovided, that, the COMBO Shareholders Western may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG SPI has not had an adequate opportunity to cure such failure pursuant to Article “17” of this Agreementfailure.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by mutual written consent of GLDG the Company and all of the COMBO ShareholdersNovopelle Members, authorized by the Boards of Directors of each of GLDG the Company and COMBONovopelle; (b) by written notice from (i) GLDG the Company to all of the COMBO ShareholdersNovopelle Members, or (ii) all of the COMBO Shareholders Novopelle Members to GLDGthe Company, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) by GLDG the Company if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder Novopelle Member in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by COMBO Novopelle or any of the COMBO Shareholders Novopelle Members pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by GLDGthe Company) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG the Company may not terminate this Agreement prior to the Closing Date if COMBO Novopelle or any of the COMBO ShareholdersNovopelle Members, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or (d) by the mutual written consent of all of the COMBO Shareholders Novopelle Members if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDGthe Company, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by COMBONovopelle) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders Novopelle Members may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG the Company has not had an adequate opportunity to cure such failure pursuant to Article “17” of this Agreement.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) A. by mutual written consent of GLDG International and all of the COMBO ShareholdersChannel shareholders, authorized by the Boards of Directors of each of GLDG International and COMBOChannel; (b) B. by written notice from (i) GLDG International to all of the COMBO ShareholdersChannel shareholders, or (ii) all of the COMBO Shareholders Channel shareholders to GLDGInternational, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “1517” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) ; C. by GLDG International if there is a material breach of any representation or warranty set forth in Article “46” of this Agreement or by any COMBO Channel Shareholder in Article “68” of this Agreement or any covenant or agreement to be complied with or performed by COMBO Channel or any of the COMBO Shareholders Channel shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “79” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “1214” of this Agreement to be satisfied (and such condition is not waived in writing by GLDGInternational) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “1214” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG International may not terminate this Agreement prior to the Closing Date if COMBO Channel or any of the COMBO ShareholdersChannel shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “1719” of this Agreement; or (d) by the mutual written consent of all of the COMBO Shareholders if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDG, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by COMBO) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG has not had an adequate opportunity to cure such failure pursuant to Article “17” of this Agreement.

Method of Termination. This Agreement may be terminated prior to the Closing DateClosing, by any of the following methods: (a) by mutual written consent of GLDG Purchaser and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOSeller; (b) by written notice from (i) GLDG to all either of the COMBO Shareholders, Purchaser or (ii) all of the COMBO Shareholders to GLDG, Seller if within ten (10) business days after receipt of such written notice that the Closing Date has passeddoes not occur on or before March 31, that 2001 (the Closing has not occurred"Outside Date"); provided, however, that if the Closing shall not have occurred on, or prior toby the Outside Date, the Outside Date shall automatically be extended until July 31, 2001 (the "Extension Date") unless both parties object in writing to such extension; provided, further, however, that if the Closing shall not have occurred by the Extension Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Extension Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; and provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement Section 13.1(b) shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) by GLDG Seller if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement 6 hereof or any material covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders Purchaser pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, Agreement or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement 10 to be satisfied (and such condition is not waived in writing by GLDGSeller) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement 10 to be satisfied on or prior to the Closing Date; provided howeverprovided, that, GLDG Seller may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, Purchaser has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or; (d) by the mutual written consent of all of the COMBO Shareholders Purchaser if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement 5 hereof or any material covenant or agreement to be complied with or performed by GLDG, including, but not limited to, Seller pursuant to the covenants set forth in Article “7” terms of this Agreement, Agreement or the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement 9 to be satisfied (and such condition is not waived in writing by COMBOPurchaser) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” of this Agreement 9 to be satisfied on or prior to the Closing Date; provided howeverprovided, that, the COMBO Shareholders Purchaser may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Seller has not had an adequate opportunity to cure such failure pursuant to Article “17” failure; or (e) by Purchaser or Seller if a court of this Agreement.competent jurisdiction or other Governmental Entity shall have issued a non-appealable final order, decree or ruling or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby..

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by A. mutual written consent of GLDG and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOparties; (b) B. by written notice from either party (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; providedPROVIDED, howeverHOWEVER, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that the right to terminate this Agreement pursuant to this Paragraph “"B” " of this Article “"15” " of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) C. by GLDG HCI if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “"6” " of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of Ayre and the COMBO Ayre Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” "9" of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” "11" of this Agreement to be satisfied (and such condition is not waived in writing by GLDGHCI) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” "11" of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or (d) D. by the mutual written consent of all of the COMBO Shareholders Ayre if there is a material breach of any representation or warranty set forth in Article “5” "7" of this Agreement or any covenant or agreement to be complied with or performed by GLDGHCI pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” "9" of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “12” "11" of this Agreement to be satisfied (and such condition is not waived in writing by COMBOAyre) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “12” "11" of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG has not had an adequate opportunity to cure such failure pursuant to Article “17” of this Agreement.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: (a) by A. mutual written consent of GLDG and all of the COMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBOparties; (b) B. by written notice from any party (i) GLDG to all of the COMBO Shareholders, or (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or failure to act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in connection with any aspect of the transactions contemplated hereby, then the Closing Date shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; (c) C. by GLDG if there is a material breach of any representation or warranty set forth in Article “4” of this Agreement or by any COMBO Shareholder in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by COMBO or any of the COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by GLDG) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, GLDG may not terminate this Agreement prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or (d) by the mutual written consent of all of the COMBO Shareholders Todays if there is a material breach of any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDGIndustrial Enterprises pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “79” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article “1211” of this Agreement to be satisfied (and such condition is not waived in writing by COMBOTodays) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Paragraph “A” of Article “1211” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the COMBO Shareholders Todays may not terminate this Agreement by mutual written consent prior to the Closing Date if GLDG Industrial Enterprises has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or D. by Industrial Enterprises if there is a material breach of any representation or warranty set forth in Article “6” of this Agreement or any covenant or agreement to be complied with or performed by Todays pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article “9” of this Agreement, or the failure of a condition set forth in Article “11” of this Agreement to be satisfied (and such condition is not waived in writing by Industrial Enterprises) on or prior to the Closing Date, or the occurrence of any event which results in the failure of a condition set forth in Article “11” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, Industrial Enterprises may not terminate this Agreement prior to Closing Date if Todays has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement.