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. mutual consent of the parties; B. by written notice from either party (i) if within ten (10) business days after receipt of written notice that the Closing Date has passed, 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 HCI 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 Ayre and the Ayre Shareholders 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 HCI) 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; or D. by Ayre if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement or any covenant or agreement to be complied with or performed by HCI 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 Ayre) 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.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: A. mutual consent of the parties; B. by written notice from either any party (i) if within ten (10) business days after receipt of written notice that the Closing Date has passed, 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. by HCI Unifide if there is a material breach of any representation or warranty set forth in Article "6" “5” of this Agreement or any covenant or agreement to be complied with or performed by Ayre and the Ayre Shareholders Industrial Enterprises 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 HCIUnifide) 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, Unifide may not terminate this Agreement prior to the Closing Date if Industrial Enterprises has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or D. by Ayre Industrial Enterprises if there is a material breach of any representation or warranty set forth in Article "7" “6” of this Agreement or any covenant or agreement to be complied with or performed by HCI 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 AyreIndustrial 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 Effective Date, by any of the following methods: A. (A) mutual consent of the partiesWestern and SPI; B. (B) by written notice from either party any of Western, SPI or Acquisition Corp. (i) if within ten (10) business days after receipt of written notice that the Closing Date has passeddoes not occur on or prior to December 31, 2001 (the Closing has not occurred"Termination Date"); PROVIDEDprovided, HOWEVERhowever, 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; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that the right to terminate this Agreement pursuant to this Paragraph "(B)" of this Article "1523" 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 HCI SPI if there is a material breach of any representation or warranty set forth in Article Articles "68" or "9" of this Agreement or any covenant or agreement to be complied with or performed by Ayre Western and the Ayre Shareholders Acquisition Corp. pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "910" of this Agreement, or the failure of a condition set forth in Article "1119" or Article "20" of this Agreement to be satisfied (and such condition is not waived in writing by HCISPI) 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 "1119" or Article "20" of this Agreement to be satisfied on or prior to the Closing Date; provided, that, SPI may not terminate this Agreement prior to the Closing if Western has not had an adequate opportunity to cure such failure, pursuant to Article "25" of this Agreement; or D. (D) by Ayre Western if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement or any covenant or agreement to be complied with or performed by HCI SPI pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "910" of this Agreement, or the failure of a condition set forth in Article "1119" or Article "20" of this Agreement to be satisfied (and such condition is not waived in writing by AyreWestern) 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 "1119" or Article "20" of this Agreement to be satisfied on or prior to the Closing Date; provided, that, Western may not terminate this Agreement prior to Closing if SPI has not had an adequate opportunity to cure such failure.

Method of Termination. This Agreement may be terminated or abandoned only as follows: (a) By the mutual consent of Company and Parent, notwithstanding prior approval by the stockholders of any or all of such 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 Closing Datedate of such termination (in the case of Parent, including any failure to comply by any Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of the following methods: A. mutual consent of the parties; B. by written notice from either the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) if within ten a breach by the other party (10) business days after receipt of written notice that the Closing Date has passed, 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 case of the Closing to occur on or before such date; C. by HCI if there is a 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 "6" 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 act or failure to act of this Agreement or the Company; (e) By Parent after January 31, 1999, if any covenant or agreement to be complied with or performed by Ayre and of the Ayre Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants conditions set forth in Article "9" 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 Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided 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 this Agreement, provided that the order is not the result of an action or proceeding instituted by the failure terminating party; (i) By the Company if in the exercise of a condition its good faith determination, as set forth in Article "11" of this Agreement Section 6.4., as to be satisfied (and such condition is not waived in writing by HCI) on or prior its fiduciary duties to the Closing DateCompany's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the occurrence Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any event which results manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the failure of a condition set forth in Article "11" of this Agreement to be satisfied on or prior to the Closing Date; or D. by Ayre if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement or any covenant or agreement to be complied with or performed by HCI 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 Ayre) 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 DateMerger.

Method of Termination. This Agreement may be terminated prior to the Closing Date, by any of the following methods: A. mutual consent of the partiesRCMN and Graphco; B. by written notice from either party of RCMN or Graphco. (i) if within ten (10) business days after receipt of written notice that the Closing Date has passeddoes not occur on or prior to December 31, the Closing has not occurred2002(the "Termination Date"); PROVIDEDprovided, HOWEVERhowever, 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; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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. by HCI Graphco 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 Ayre RCMN and the Ayre Shareholders Acquisition Corp. pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "98" 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 HCIGraphco) 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, Graphco may not terminate this Agreement prior to the Closing if RCMN has not had an adequate opportunity to cure such failure, pursuant to Article "16" of this Agreement; or D. by Ayre RCMN if there is a material breach of any representation or warranty set forth in Article "75" of this Agreement or any covenant or agreement to be complied with or performed by HCI Graphco pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "98" 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 AyreRCMN) 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, RCMN may not terminate this Agreement prior to Closing if Graphco has not had an adequate opportunity to cure such failure.

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 and all of the partiesCOMBO Shareholders, authorized by the Boards of Directors of each of GLDG and COMBO; 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 HCI 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 Ayre and COMBO or any of the Ayre COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article "11" “12” of this Agreement to be satisfied (and such condition is not waived in writing by HCIGLDG) 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 "11" “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. (d) by Ayre 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 "7" “5” of this Agreement or any covenant or agreement to be complied with or performed by HCI pursuant to the terms of this AgreementGLDG, including, but not limited to, the covenants set forth in Article "9" “7” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article "11" “12” of this Agreement to be satisfied (and such condition is not waived in writing by AyreCOMBO) 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 "11" “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 or abandoned only as follows: (a) By the mutual consent of Company and Parent, notwithstanding prior approval by the stockholders of any or all of such 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 Closing Datedate of such termination (in the case of Parent, including any failure to comply by any Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of the following methods: A. mutual consent of the parties; B. by written notice from either the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) if within ten a breach by the other party (10) business days after receipt of written notice that the Closing Date has passed, 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 case of the Closing to occur on or before such date; C. by HCI if there is a 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 "6" 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 act or failure to act of the Company; (e) By Parent after January 31, 1999, if any of the conditions set forth in 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 Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this SECTION 8.1.(f) if the Company is in breach of SECTION 6.6.); (g) By Parent or any covenant the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided 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 agreement to be complied with Parent if a court or performed governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by Ayre and the Ayre Shareholders pursuant to the terms of this Agreement, includingprovided 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, but not limited to, the covenants as set forth in Article "9" SECTION 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to 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 failure issuance of a condition set forth in Article "11" of this Agreement to be satisfied (and such condition is not waived in writing by HCI) on or prior to the Closing Date, or the occurrence of any event which results Parent Common Stock in the failure of a condition set forth in Article "11" of this Agreement to be satisfied on or prior to the Closing Date; or D. by Ayre if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement or any covenant or agreement to be complied with or performed by HCI 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 Ayre) 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 DateMerger.

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 the partiesCompany and all of the Novopelle Members, authorized by the Boards of Directors of each of the Company and Novopelle; B. (b) by written notice from either party (i) the Company to all of the Novopelle Members, or (ii) all of the Novopelle Members to the 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; 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 HCI the Company if there is a material breach of any representation or warranty set forth in Article "“4” of this Agreement or by any Novopelle Member in Article “6" ” of this Agreement or any covenant or agreement to be complied with or performed by Ayre and Novopelle or any of the Ayre Shareholders Novopelle Members pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" “7” of this Agreement, or the failure of a condition set forth in Paragraph “B” of Article "11" “12” of this Agreement to be satisfied (and such condition is not waived in writing by HCIthe 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 "11" “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the Company may not terminate this Agreement prior to the Closing Date if Novopelle or any of the Novopelle 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. (d) by Ayre the mutual written consent of all of the Novopelle Members if there is a material breach of any representation or warranty set forth in Article "7" “5” of this Agreement or any covenant or agreement to be complied with or performed by HCI pursuant to the terms of this AgreementCompany, including, but not limited to, the covenants set forth in Article "9" “7” of this Agreement, or the failure of a condition set forth in Paragraph “A” of Article "11" “12” of this Agreement to be satisfied (and such condition is not waived in writing by AyreNovopelle) 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 "11" “12” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the Novopelle Members may not terminate this Agreement by mutual written consent prior to the Closing Date if 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. mutual consent of the parties; B. by written notice from either any party (i) if within ten (10) business days after receipt of written notice that the Closing Date has passed, 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. by HCI Todays if there is a material breach of any representation or warranty set forth in Article "6" “5” of this Agreement or any covenant or agreement to be complied with or performed by Ayre and the Ayre Shareholders Industrial Enterprises 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 HCITodays) 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, Todays may not terminate this Agreement prior to the Closing Date if Industrial Enterprises has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Agreement; or D. by Ayre Industrial Enterprises if there is a material breach of any representation or warranty set forth in Article "7" “6” of this Agreement or any covenant or agreement to be complied with or performed by HCI 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 AyreIndustrial 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.

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 Aclor and Metiscan, authorized by the partiesBoard of Directors of both of Aclor and Metiscan; B. by By written notice from either party (i) any of the Parties, if within ten (10) business days after receipt of written notice that the Closing Date has passed, the Closing has not occurred; PROVIDED, HOWEVERprovided 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; PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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. by HCI Aclor 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 Ayre and the Ayre Shareholders Metiscan pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" “7” of this Agreement; provided however, or the failure of a condition set forth in Article "11" of that, Aclor may not terminate this Agreement to be satisfied (and such condition is not waived in writing by HCI) on or prior to the Closing DateDate if Metiscan has not had an adequate opportunity to cure such failure, or the occurrence of any event which results in the failure of a condition set forth in pursuant to Article "11" “15” of this Agreement to be satisfied on or prior to the Closing DateAgreement; or D. by Ayre Metiscan if there is a material breach of any representation or warranty set forth in Article "“7" ” of this Agreement or any covenant or agreement to be complied with or performed by HCI pursuant to the terms of this AgreementAclor, including, but not limited to, the covenants set forth in Article "9" “8” of this Agreement; provided however, or the failure of a condition set forth in Article "11" of that, Metiscan may not terminate this Agreement to be satisfied (and such condition is not waived in writing by Ayre) on or prior to the Closing Date, or the occurrence of any event which results in the Date if Aclor has not had an adequate opportunity to cure such failure of a condition set forth in pursuant to Article "11" “15” of this Agreement to be satisfied on or prior to the Closing DateAgreement.

Method of Termination. This Agreement may be terminated prior to the Closing DateClosing, by any of the following methods: A. (a) mutual consent of the partiesPurchaser and Seller; B. (b) by written notice from either party (i) of Purchaser or Seller if within ten (10) business days after receipt of written notice that the Closing Date has passeddoes not occur on or before March 31, 2001 (the Closing has not occurred"Outside Date"); PROVIDEDprovided, HOWEVERhowever, 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; PROVIDEDand provided, FURTHERfurther, HOWEVERhowever, 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. (c) by HCI Seller if there is a material breach of any representation or warranty set forth in Article "6" of this Agreement 6 hereof or any material covenant or agreement to be complied with or performed by Ayre and the Ayre Shareholders Purchaser pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" of this Agreement, Agreement or the failure of a condition set forth in Article "11" of this Agreement 10 to be satisfied (and such condition is not waived in writing by HCISeller) 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 10 to be satisfied on or prior to the Closing Date; orprovided, that, Seller may not terminate this Agreement prior to Closing if Purchaser has not had an adequate opportunity to cure such failure; D. (d) by Ayre Purchaser if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement 5 hereof or any material covenant or agreement to be complied with or performed by HCI Seller pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" of this Agreement, Agreement or the failure of a condition set forth in Article "11" of this Agreement 9 to be satisfied (and such condition is not waived in writing by AyrePurchaser) 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 9 to be satisfied on or prior to the Closing Date; provided, that, Purchaser may not terminate this Agreement prior to Closing if Seller has not had an adequate opportunity to cure such failure; or (e) by Purchaser or Seller if a court of 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 mutual written consent of International and all of the partiesChannel shareholders, authorized by the Boards of Directors of each of International and Channel; B. by written notice from either party (i) International to all of the Channel shareholders, or (ii) all of the Channel shareholders to International, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, 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" “17” 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 HCI International if there is a material breach of any representation or warranty set forth in Article "“6" ” of this Agreement or by any Channel Shareholder in Article “8” of this Agreement or any covenant or agreement to be complied with or performed by Ayre and Channel or any of the Ayre Shareholders Channel shareholders 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 Paragraph “B” of Article "11" “14” of this Agreement to be satisfied (and such condition is not waived in writing by HCIInternational) 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 "11" “14” of this Agreement to be satisfied on or prior to the Closing Date; or D. by Ayre if there is a material breach of any representation or warranty set forth in Article "7" of provided however, that, International may not terminate this Agreement or any covenant or agreement to be complied with or performed by HCI 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 Ayre) on or prior to the Closing DateDate if Channel or any of the Channel shareholders, or as the occurrence of any event which results in the failure of a condition set forth in case may be, has not had an adequate opportunity to cure such failure, pursuant to Article "11" “19” of this Agreement to be satisfied on or prior to the Closing Date.Agreement; or

Method of Termination. This Agreement may be terminated prior to the Closing DateClosing, by any of the following methods: A. (a) mutual consent of the partiesPurchaser and Seller; B. (b) by written notice from either party (i) of Purchaser or Seller if within ten (10) business days after receipt of written notice that the Closing Date has passeddoes not occur on or before March 31, 2001 (the Closing has not occurred"Outside Date"); PROVIDEDprovided, HOWEVERhowever, 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; PROVIDEDand provided, FURTHERfurther, HOWEVERhowever, 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. (c) by HCI Seller if there is a material breach of any representation or warranty set forth in Article "6" of this Agreement 6 hereof or any material covenant or agreement to be complied with or performed by Ayre and the Ayre Shareholders Purchaser pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" of this Agreement, Agreement or the failure of a condition set forth in Article "11" of this Agreement 10 to be satisfied (and such condition is not waived in writing by HCISeller) 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 10 to be satisfied on or prior to the Closing Date; orprovided, that, Seller may not terminate this Agreement prior to Closing if Purchaser has not had an adequate opportunity to cure such failure; D. (d) by Ayre Purchaser if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement 5 hereof or any material covenant or agreement to be complied with or performed by HCI Seller pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" of this Agreement, Agreement or the failure of a condition set forth in Article "11" of this Agreement 9 to be satisfied (and such condition is not waived in writing by AyrePurchaser) 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 9 to be satisfied on or prior to the Closing Date.; provided, that, Purchaser may not terminate this Agreement prior to Closing if Seller has not had an adequate opportunity to cure such failure; or (e) by Purchaser or Seller if a court of 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 at any time prior to the Closing Date, by any of the following methodsClosing: A. (a) By the mutual written consent of the partiesSeller and Purchaser; B. (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 either party 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) if within ten (10) business days after receipt of written notice that the Closing Date has passed, 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 any material breach of any action takenrepresentation, warranty, covenant, agreement 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 provision 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 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 Purchaser, or (ii) 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 conditions set forth in Article 7 hereof, to which the obligations of Purchaser are subject, have not been fulfilled, or resulted in if satisfaction of such a condition by such date is or 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; C. by HCI (e) 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 "6" 8 hereof, to which the obligations of this Agreement or any covenant or agreement to be complied with or performed by Ayre and the Ayre Shareholders pursuant to the terms of this AgreementSeller are subject, including, but have not limited to, the covenants set forth in Article "9" 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 Article "11" 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 HCI) 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 Datebefore such date; or D. by Ayre if (f) By Purchaser in the event any claim or action for infringement, misappropriation or other violation of any intellectual property rights of any Person is brought or threatened against Purchaser or Seller or its shareholders relating to any of the Purchased Assets, whereby (i) there is a material breach reasonable possibility of success, and (ii) if successful, the result would materially affect the right of Purchaser to own the Purchased Assets and/or operate the Business such that ten percent (10%) or more of the anticipated revenues from Royalty Products (g) for the next twelve (12) months would be adversely impacted; provided that any representation or warranty set forth in Article "7" of this Agreement or any covenant or agreement to be complied with or performed such termination by HCI Purchaser pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth Section 11.1(f) shall be Purchaser’s sole remedy 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 Ayre) 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 Dateinstance.

Method of Termination. This Agreement may be terminated prior terminated: (a) by the mutual written consent of Seller and Buyer; (b) by Buyer by written notice to Seller if: (i) there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by BWR or Seller pursuant to this Agreement that would give rise to the Closing Date, by failure of any of the following methods: A. mutual consent conditions specified in Section 8.1 and such breach, inaccuracy or failure has not been cured by Seller within the earlier of the parties; B. by written notice from either party (i) if within Outside Date and ten (10) business days after of Seller’s receipt of written notice that of such breach from Buyer; or (ii) any of the Closing Date has passed, the Closing has not occurred; PROVIDED, HOWEVER, that if the Closing conditions set forth in Section 8.1 shall not have occurred onbeen, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior toto the Closing; (c) by Seller by written notice to Buyer if: (i) there has been a breach, the Closing Date as a result of any action taken, inaccuracy in or failure to actperform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any governmental of the conditions specified in Section 8.2 and such breach, inaccuracy or regulatory authority includingfailure 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, but XX 00000 (ii) any of the conditions set forth in Section 8.2 shall not limited to, the withholding ofhave been, or a delay inif it becomes apparent that any of such conditions will not be, any approval in connection fulfilled by the Outside Date, unless such failure shall be due to the failure of Seller to perform or comply with any aspect of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (d) by Buyer or Seller in the event that (i) there shall be any Legal Requirement that makes consummation of the transactions contemplated hereby, then the Closing Date by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall automatically be extended until a date which is a reasonable time subsequent to the date upon which such governmental have issued an Order restraining or regulatory action is resolved which will allow the parties to complete the procedures required to consummate enjoining 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 HCI 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 Ayre and the Ayre Shareholders 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 HCI) 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; or D. by Ayre if there is a material breach of any representation or warranty set forth in Article "7" of this Agreement or any covenant or agreement to be complied with or performed by HCI 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 (Order shall have become final and such condition is not waived in writing by Ayre) 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 Datenon-appealable.

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 Board of Directors of Whitemark and all of the partiesBlue Sky Shareholders or the Blue Sky Shareholders’ Designee; 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 either party (i) if Whitemark to all of the Blue Sky Shareholders, or (ii) the Blue Sky Shareholders’ Designee to Whitemark. If, within ten (10) business days after receipt of such written notice that the Closing Date has passednotice, the Closing has not occurred, this Agreement shall be terminated; 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" Other than set forth in the Blue Sky Financial Statements “18” 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. by HCI Whitemark if there is a material breach of any representation or warranty set forth by Blue Sky in Article "6" Other than set forth in the Blue Sky Financial Statements “7” of this Agreement or by any Blue Sky Shareholders in Other than set forth in the Blue Sky Financial Statements “9” of this Agreement or any covenant or agreement to be complied with or performed by Ayre and Blue Sky or any of the Ayre Blue Sky Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article "9" Other than set forth in the Blue Sky Financial Statements “10” of this Agreement, or the failure of a condition set forth in Article "11" Paragraph “B” of Other than set forth in the Blue Sky Financial Statements “15” of this Agreement to be satisfied (and such condition is not waived in writing by HCIWhitemark) 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" Paragraph “B” of Other than set forth in the Blue Sky Financial Statements “15” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, Whitemark may not terminate this Agreement prior to the Closing Date if Blue Sky or any of the Blue Sky Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Other than set forth in the Blue Sky Financial Statements “20” of this Agreement; or D. by Ayre the Blue Sky Shareholders Designee if there is a material breach of any representation or warranty set forth in Article "7" Other than set forth in the Blue Sky Financial Statements “8” of this Agreement or any covenant or agreement to be complied with or performed by HCI pursuant to the terms of this Agreement, including, but not limited toWhitemark, the covenants set forth in Article "9" Other than set forth in the Blue Sky Financial Statements “10” of this Agreement, or the failure of a condition set forth in Article "11" Paragraph “A” of Other than set forth in the Blue Sky Financial Statements “15” of this Agreement to be satisfied (and such condition is not waived in writing by AyreBlue 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 Article "11" Paragraph “A” of Other than set forth in the Blue Sky Financial Statements “15” of this Agreement to be satisfied on or prior to the Closing Date; provided however, that, the Blue Sky Shareholders may not terminate this Agreement by mutual written consent prior to the Closing Date if Whitemark has not had an adequate opportunity to cure such failure pursuant to Other than set forth in the Blue Sky Financial Statements “20” 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