Common use of Method of Termination Clause in Contracts

Method of Termination. This Agreement may be terminated at any time prior to Closing: (a) By the mutual written consent of Sellers and Purchaser; (b) By Purchaser if a material breach of any representation, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been waived by Purchaser; (c) By any of Sellers if a 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 Sellers. (d) By Purchaser on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 7 hereof, to which the obligations of Purchaser are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 8 hereof, to which the obligations of Sellers are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; or

Method of Termination. This Agreement constitutes the binding and irrevocable agreement of the parties hereto to consummate the transactions contemplated hereby subject to the terms and conditions contained herein, the consideration for which is the covenants set forth in Sections 2, 3 and 4, and expenditures and obligations incurred and to be incurred by Purchaser, on the one hand, and by Seller, the Company and the Subsidiary, on the other hand, in respect of this Agreement, and this Agreement may be terminated at any time prior to Closingor abandoned only as follows: 12.1.1. By the unanimous written consent of Seller and Purchaser, notwithstanding prior approval (if any) by the board of directors of either Purchaser or Seller; 12.1.2. If any condition to the Closing under Sections 8 and 9 has not been satisfied (or waived) by 5:00 p.m. on the one (1) year anniversary of the Effective Date or at such other time and date as may be mutually agreed upon by the parties in writing, Seller may terminate this Agreement by written notice given to Purchaser if Seller has neither (a) By proximately contributed to the mutual written consent occurrence of Sellers and Purchaser; (b) By Purchaser if a material breach of any representation, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been waived by Purchaser; (c) By any of Sellers if a 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 Sellers. (d) By Purchaser on or after the sixtieth day after the date hereof, if any of failure to satisfy the conditions set forth in Article 7 hereof, to which the obligations of Purchaser are subject, have not been fulfilled, or if satisfaction of such a condition Sections 8 and 9 by such date is or becomes impossible date, nor (other than through the failure of Purchaser b) failed to comply with use its obligations under this Agreement), and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof, if any of commercially reasonable efforts to satisfy the conditions set forth in Article Sections 8 hereof, and 9; 12.1.3. If any condition to which the obligations of Sellers are subject, have Closing under Sections 8 and 9 has not been fulfilledsatisfied (or waived) by 5:00 p.m. on the one (1) year anniversary of the Effective Date or at such other time and date as may be mutually agreed upon by the parties in writing, or Purchaser may terminate this Agreement by written notice given to Seller if satisfaction Purchaser has neither (a) proximately contributed to the occurrence of such a condition the failure to satisfy the conditions set forth in Sections 8 and 9 by such date is or becomes impossible date, nor (other than through b) failed to use its commercially reasonable efforts to satisfy the failure of Sellers to comply with their obligations under this Agreement), conditions set forth in Sections 8 and Sellers have not waived such condition on or before such date;9; or (f) 12.1.4. By Sellers either Seller or Purchaser if (a) there shall be any Law that makes consummation of the Closing has not occurred on transactions contemplated herein illegal or prior otherwise prohibited; or (b) any judgment, injunction, order or decree permanently enjoining any of the parties hereto from consummating the transactions contemplated herein is entered and such judgment, injunction, order or decree shall become final and non-appealable. Notwithstanding anything in this Section 12.1 to the sixtieth day after the date hereofcontrary, provided, however, no party hereto that neither Sellers nor the Purchaser is in breach of a material obligation under this Agreement shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented except with the consummation prior written consent of the transactions contemplated hereby as of or prior to such time; orother party hereto.

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated at any time prior to Closingor abandoned only as follows: (a) 8.1.1. By the mutual written consent of Sellers Seller and PurchaserBuyer; or by Seller or Buyer if any condition to Closing set forth in Section 6.1.3 or 6.2.3 is not fulfilled and the failure of such condition is not a result of a breach of warranty or nonfulfillment of any covenant or agreement by Buyer or Seller contained in this Agreement; or by Buyer if the condition to Closing set forth in Section 6.1.7 is not fulfilled; (b) 8.1.2. By Purchaser if a material breach of any representationBuyer after November 30, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been waived by Purchaser; (c) By any of Sellers if a 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 Sellers. (d) By Purchaser on or after the sixtieth day after the date hereof1997, if any of the conditions set forth in Article 7 hereof, Section 6.1 hereof to which the obligations of Purchaser Buyer are subject, subject (other than the conditions set forth in Sections 6.1.3 and 6.1.7) have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date is or becomes impossible (other than through and provided that the failure to fulfill such condition is not a result of Purchaser to comply with its obligations under a breach of warranty or nonfulfillment of any covenant or agreement by Buyer contained in this Agreement); or 8.1.3. By Seller after November 30, and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof1997, if any of the conditions set forth in Article 8 hereof, Section 6.2 hereof to which the obligations of Sellers Seller are subject, subject (other than the conditions set forth in Section 6.2.3) have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date is or becomes impossible (other than through and provided that the failure to fulfill such condition is not a result of Sellers to comply with their obligations under a breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; or.

Method of Termination. This Agreement constitutes the binding and irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (a) the covenants, representations, warranties and agreements set forth in this Agreement; and (b) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated at any time prior to Closingor abandoned only as follows: (a) By the mutual written consent of Sellers Seller and PurchaserBuyer; (b) By Purchaser either Buyer or Seller if a material breach of any representationthe conditions to Closing have not been satisfied or waived by the party entitled to do so, warranty, covenant, agreement or provision the day that is one hundred and forty (140) days after the date of this Agreement has been committed Agreement, so long as the failure to close is not attributable to a breach hereunder or any other action or inaction by any of Sellers and such breach has not been waived by Purchaserthe party seeking to terminate; (c) By any either Seller or Buyer in accordance with the provisions of Sellers if a material breach of any representation, warranty, covenant, agreement Section 6.6 or provision of this Agreement has been committed by Purchaser and such breach has not been waived by Sellers.7.4; (d) By Purchaser written notice delivered by Buyer on the one hand, or after Seller on the sixtieth day after the date hereofother, if any (i) a representation or warranty was not true and correct in all material respects when made by the non-terminating party, (ii) the non-terminating party has failed to perform, satisfy, or comply with all of its respective covenants and agreements in all material respects, or (iii) the non-terminating party has failed to satisfy all of its respective obligations and conditions set forth in Article 7 hereofall material respects, to which provided that in the obligations case of Purchaser are subject(ii), have (iii), such non-terminating party has received thirty (30) days prior written notice of such failure and such failure has not been fulfilled, or if satisfaction of cured within such a condition by such date is or becomes impossible thirty (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date30) day period; (e) By Sellers on Seller (i) if the Purchase Price adjustment mechanism in Section 1.5(c) or after 1.5(e) would result in a purchase price less than the sixtieth day after Floor; or (ii) if Buyer elects to assume less than all the date hereof, if any of Business Contracts pursuant to Section 5.4 and Seller is unable to cause the conditions set forth in Article 8 hereof, to which the obligations of Sellers are subject, have not been fulfilled, or if satisfaction termination of such a condition by such date is unassumed contracts without material cost, penalty or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date;liability; or (f) By Sellers or Purchaser if Buyer in accordance with the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this provisions of Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; or5.11.

Method of Termination. This Agreement may be terminated at any time prior to Closingor abandoned only as follows: (a) By 8.1.1 by the mutual written consent agreement of Sellers Buyer, on the one hand and PurchaserSeller, on the other hand; 8.1.2 by Buyer, at any time, provided that Buyer is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if Seller breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (bi) By Purchaser would give rise to the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 if such breach or failure to perform had occurred at the time scheduled for Closing, and (ii) if such breach relates to a representation or warranty of the Seller, such breach has not been cured by thirty (30) days following the Seller’s receipt of written notice thereof (such 30-day period, “Seller’s Cure Period”) or waived by Buyer; 8.1.3 by Seller, at any time, provided that Seller is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if the Buyer breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 if such breach or failure to perform had occurred at the time scheduled for Closing, and (ii) if such breach relates to a representation or warranty of the Buyer, such breach has not been substantially cured by thirty (30) days following Buyer’s receipt of written notice thereof (such 30-day period, “Buyer’s Cure Period”) or waived by Seller; 8.1.4 by Buyer or Seller, (i) if any representationGovernmental Authority of competent jurisdiction shall have issued an injunction or taken any other action (which injunction or other action the parties hereto shall use their commercially reasonable efforts (which shall not include any divestiture, warrantycommencement of litigation or other extraordinary act) to lift) that temporarily or permanently restrains, covenantenjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement, agreement and such injunction or other action shall have become final and non-appealable; or (ii) if the Closing shall not have occurred on or before December 15, 2010 or such other date, if any, as Buyer and Seller may agree in writing (the “End Date”); provided, however, that the right to terminate the Agreement under this Section 8.1.4 shall not be available to any Party whose failure to comply with any provision of this Agreement has been committed the cause of, or resulted in, the failure of the Closing to occur on or before the End Date; 8.1.5 by any of Sellers and Buyer, pursuant to Section 5.23; or 8.1.6 by Buyer or Seller, as the case may be, if the closing conditions described in Section 6.1.11 or Section 6.2.6, respectively, have not been satisfied or such breach non-satisfaction has not been waived by Purchaser; (c) By any of Sellers if a 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 Sellersboth Parties prior the End Date. (d) By Purchaser on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 7 hereof, to which the obligations of Purchaser are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 8 hereof, to which the obligations of Sellers are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; or

Method of Termination. This Subject to Section 8.2 and Section 8.3, this Agreement may be terminated at any time prior to Closingthe Closing only as follows: (a) 8.1.1 By the mutual written consent of Sellers Buyer and PurchaserSeller; 8.1.2 by Buyer, at any time, provided that Buyer is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if Seller breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (a) would give rise to the failure of a condition set forth in Section 6.1.1 or 6.1.2 if such breach or failure to perform had occurred at the time scheduled for Closing and (b) By Purchaser if a material breach of any representation, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been substantially cured within thirty (30) days following Seller’s receipt of written notice thereof from Buyer or waived by PurchaserBuyer; (c) By 8.1.3 by Seller, at any time, provided that Seller is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if Buyer breaches or fails to perform in any respect any of Sellers if a material breach of any representationits representations, warrantywarranties, covenant, agreement covenants or provision of agreements contained in this Agreement has been committed and such breach or failure to perform (a) would give rise to the failure of a condition set forth in Section 6.2.1 or 6.2.2 if such breach or failure to perform had occurred at the time scheduled for Closing, and (b) other than with respect to a breach by Purchaser and Buyer of its obligation to deliver the Purchase Price at the time scheduled for Closing (as determined in accordance with Section 7.1.1), for which there shall be no cure period, such breach has not been substantially cured within thirty (30) days following Buyer’s receipt of written notice thereof from Seller or waived by Sellers.Seller; (d) 8.1.4 By Purchaser Buyer on or after the sixtieth day date that is six (6) months after the date hereofhereof (the “Upset Date”), if any of the conditions set forth in Article 7 hereof, Section 6.1 to which the obligations of Purchaser Buyer are subject, subject (other than the conditions set forth in Section 6.1 that by their nature are to be fulfilled at the Closing) have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date is or becomes impossible (other than through and provided that the failure to fulfill such condition is not a result of Purchaser to comply with its obligations under a breach of warranty or representation or non-fulfillment of any covenant or agreement by Buyer contained in this Agreement), and Purchaser has not waived such condition on or before such date;; or (e) 8.1.5 By Sellers Seller on or after the sixtieth day after the date hereofUpset Date, if any of the conditions set forth in Article 8 hereof, Section 6.2 to which the obligations of Sellers Seller are subject, subject (other than the conditions set forth in Section 6.2 that by their nature are to be fulfilled at the Closing) have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date is or becomes impossible (other than through and provided that the failure to fulfill such condition is not a result of Sellers to comply with their obligations under a breach of warranty or representation or non-fulfillment of any covenant or agreement by Seller contained in this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled . The party seeking to terminate this Agreement pursuant to this Section 11.1(f8.1 (other than Section 8.1.1) if shall give prompt written notice of such termination to the other party’s . Each party shall give the other party prompt written notice upon learning of any breach of or default by the other party under this Agreement has prevented or any other event that would reasonably be expected to lead to a condition to the consummation of the transactions contemplated hereby as of or prior to such time; orClosing not being satisfied.

Method of Termination. This Subject to Section 8.2 and Section 8.3, this Agreement may be terminated at any time prior to Closingthe Closing only as follows: (a) By 8.1.1 by the mutual written consent of Sellers Buyer and PurchaserSeller; 8.1.2 by Buyer, at any time, provided that Buyer is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if Seller breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (a) would give rise to the failure of a condition set forth in Section 6.1.1 or 6.1.2 if such breach or failure to perform had occurred at the time scheduled for Closing and (b) By Purchaser if a material breach of any representation, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been substantially cured within thirty (30) days following Seller’s receipt of written notice thereof from Buyer or waived by PurchaserBuyer; (c) By 8.1.3 by Seller, at any time, provided that Seller is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if Buyer breaches or fails to perform in any respect any of Sellers if a material breach of any representationits representations, warrantywarranties, covenant, agreement covenants or provision of agreements contained in this Agreement has been committed and such breach or failure to perform (a) would give rise to the failure of a condition set forth in Section 6.2.1 or 6.2.2 if such breach or failure to perform had occurred at the time scheduled for Closing, and (b) other than with respect to a breach by Purchaser and Buyer of its obligation to deliver the Estimated Purchase Price at the time scheduled for Closing (as determined in accordance with Section 7.1.1), for which there shall be no cure period, such breach has not been substantially cured within thirty (30) days following Buyer’s receipt of written notice thereof from Seller or waived by Sellers.Seller; (d) By Purchaser 8.1.4 by Buyer on or after the sixtieth day date that is three (3) months after the date hereofhereof (the “Upset Date”), if any of the conditions set forth in Article 7 hereof, Section 6.1 to which the obligations of Purchaser Buyer are subject, subject (other than the conditions set forth in Section 6.1 that by their nature are to be fulfilled at the Closing) have not been fulfilledfulfilled or waived, and provided that the failure to fulfill such condition is not a result of a breach of warranty or representation or non-fulfillment of any covenant or agreement by Buyer contained in this Agreement; provided that if satisfaction any of such a the conditions set forth in Section 6.1.4 or 6.1.6 are not satisfied as of the fifth Business Day prior to the Upset Date, and each other condition by to the Closing set forth in Section 6.1 is or would be on such date satisfied, then the Upset Date shall be extended day-by-day for each day until such conditions set forth in Section 6.1.4 and 6.1.6 are satisfied, provided further, however, that the Upset Date shall not extend past the date which is or becomes impossible six (other than through 6) months after the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date;date hereof; or (e) By Sellers 8.1.5 by Seller on or after the sixtieth day after the date hereofUpset Date, if any of the conditions set forth in Article 8 hereof, Section 6.2 to which the obligations of Sellers Seller are subject, subject (other than the conditions set forth in Section 6.2 that by their nature are to be fulfilled at the Closing) have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date is or becomes impossible (other than through and provided that the failure to fulfill such condition is not a result of Sellers to comply with their obligations under a breach of warranty or representation or non-fulfillment of any covenant or agreement by Seller contained in this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser ; provided that if the Closing has condition set forth in Section 6.2.4 is not occurred on or satisfied as of the fifth Business Day prior to the sixtieth Upset Date, and each other condition to the Closing set forth in Section 6.2 is or would be on such date satisfied, then the Upset Date shall be extended day-by-day for each day until such condition set forth in Section 6.2.4 is satisfied, provided further, however, that the Upset Date shall not extend past the date which is six (6) months after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled . The party seeking to terminate this Agreement pursuant to this Section 11.1(f8.1 (other than Section 8.1.1) if shall give prompt written notice of such termination to the other party’s . Each party shall give the other party prompt written notice upon learning of any breach of or default by such party under this Agreement has prevented or any other event that would reasonably be expected to lead to a condition to the consummation of the transactions contemplated hereby as of or prior to such time; orClosing not being satisfied.

Method of Termination. This Agreement may be terminated at any time prior to Closing:and the Transactions may be abandoned only as follows (or as provided in Section 7.2): (a) By the mutual written consent of Sellers Sellers’ Representative and PurchaserBuyer; (b) By Purchaser Sellers or Buyer if a the other party shall have failed to comply in any material breach respect with any of any representation, warranty, covenant, agreement its covenants or provision of agreements contained in this Agreement has been committed by any or the Escrow Agreement required to be complied with prior to the date of Sellers and such breach termination, which failure to comply has not been waived cured within fifteen (15) business days following receipt by Purchasersuch party of written notice from the non-breaching party of such failure to comply; (c) By any of Sellers or Buyer if there has been (i) a material breach by the other party of any representationrepresentation 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 of any representation or warranty that is qualified as to materiality, warranty, covenant, agreement or provision of this Agreement has been committed by Purchaser and such in each case which breach has not been waived cured within fifteen (15) business days following receipt by Sellers.the breaching party from the non-breaching party of written notice of the breach; (d) By Purchaser on or Sellers after the sixtieth day after the date hereofDecember 31, 2002, if any of the conditions set forth in Article 7 VI hereof, to which the Sellers’ obligations of Purchaser are subject, have not been fulfilledfulfilled or waived, unless such fulfillment has been frustrated or if satisfaction made impossible by any act or failure to act of such a condition by such date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such dateSellers; (e) By Sellers on or Buyer after the sixtieth day after the date hereofDecember 31, 2002, if any of the conditions set forth in Article 8 VI hereof, to which the Buyer’s obligations of Sellers are subject, have not been fulfilledfulfilled or waived, unless such fulfillment has been frustrated or if satisfaction made impossible by any act or failure to act of such a condition by such date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date;Buyer; or (f) By Sellers or Purchaser Buyer if the Closing has not occurred on a court or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach Governmental Entity of this Agreement has prevented competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated hereby as Transactions, provided that the Order is not the result of an action or prior to such time; orproceeding instituted by the terminating party.

Method of Termination. This Agreement and the transactions contemplated by it may be terminated at any time prior to Closingthe Closing Date: (a) By the mutual written consent of Sellers Seller and PurchaserBuyer at any time; (b) By Purchaser if a material breach of any representation, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been waived by PurchaserSeller pursuant to Section 1.2; (c) By Seller in the exercise of fiduciary duties by its board or the board of Alpine pursuant to Section 5.11; (d) By Buyer if Seller or the controlling shareholders of Seller consummate a Business Combination with any of Sellers if Person other than Buyer; (e) By Buyer pursuant to Section 5.19; (f) By Buyer pursuant to Section 5.20; (g) By Buyer pursuant to Section 9.4; (h) By Seller, upon a material breach of or failure to perform in any Material respect any representation, warranty, covenantcovenant or agreement on the part of Buyer set forth in this Agreement, agreement or provision of this Agreement has been committed by Purchaser and such breach has not been waived by Sellers. (d) By Purchaser on or after the sixtieth day after the date hereof, if any of that the conditions set forth in Article 7 hereof, to which the obligations of Purchaser are subject, have this Agreement cannot been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 8 hereof, to which the obligations of Sellers are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred be satisfied on or prior to the sixtieth day after the date hereofNovember 30, 2005; provided, however, that neither Sellers nor in the Purchaser shall case of any such breach or failure to perform by Buyer of any covenant or agreement hereunder which is not a willful breach or failure to perform, if such breach or failure to perform may be entitled cured by Buyer and Buyer is taking reasonable steps to cure such breach or failure to perform, then Seller may not terminate this Agreement pursuant to this Section 11.1(f9.1(h) if until February 15, 2006; (i) By Buyer, upon a breach of or failure to perform in any Material respect any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, such party’s breach that the conditions set forth in Article 6 of this Agreement has prevented the consummation of the transactions contemplated hereby as of cannot be satisfied on or prior to November 30, 2005; provided, however, in the case of any such timebreach or failure to perform by Seller of any covenant or agreement hereunder which is not a willful breach or failure to perform, if such breach or failure to perform may be cured by Seller and Seller is taking reasonable steps to cure such breach or failure to perform, then Buyer may not terminate this Agreement pursuant to this Section 9.1(i) until February 15, 2006; or (j) By Seller or Buyer, if the Closing shall not have occurred on or prior to February 15, 2006.

Method of Termination. This Agreement may be terminated at any time prior to Closingor abandoned only as follows: (a) 8.1.1 By the mutual written consent agreement of Sellers Buyer, on the one hand and PurchaserSellers, on the other hand; (b) By Purchaser 8.1.2 by Buyer, at any time, provided that Buyer is not then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if a material breach any Seller breaches or fails to perform in any respect any of any representationits representations, warrantywarranties, covenant, agreement covenants or provision of agreements contained in this Agreement has been committed by any and such breach or failure to perform (i) would give rise to the failure of Sellers a condition set forth in Section 6.1.1 or Section 6.1.2 if such breach or failure to perform had occurred at the time scheduled for Closing, and (ii) if such breach relates to a representation or warranty of the Sellers, such breach has not been cured by thirty (30) days following the Sellers’ receipt of written notice thereof (such 30-day period, “Sellers’ Cure Period”) or waived by PurchaserBuyer; (c) By 8.1.3 by Sellers, at any time, provided that no Seller is then in default or breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if the Buyer breaches or fails to perform in any respect any of Sellers if a material breach of any representationits representations, warrantywarranties, covenant, agreement covenants or provision of agreements contained in this Agreement has been committed by Purchaser and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 if such breach or failure to perform had occurred at the time scheduled for Closing, and (ii) if such breach relates to a representation or warranty of the Buyer, such breach has not been substantially cured by thirty (30) days following Buyer’s receipt of written notice thereof (such 30-day period, “Buyer’s Cure Period”) or waived by Sellers.; 8.1.4 By Buyer after six (d6) By Purchaser on or after the sixtieth day after months from the date hereofof this Agreement, plus the unexpired Seller’s Cure Period plus one day if any of the conditions set forth in Section 6.1 hereof to which the obligations of Buyer are subject (other than the conditions set forth in Section 6.1.6) have not been fulfilled or waived, and provided that the failure to fulfill such condition is not a result of a breach of warranty or representation or nonfulfillment of any covenant or agreement by Buyer contained in this Agreement; or 8.1.5 By the Sellers after six (6) months from the date of this agreement plus the unexpired Buyer’s Cure Period plus one day, if any of the conditions set forth in Article 7 hereof, Section 6.2 hereof to which the obligations of Purchaser the Sellers are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible subject (other than through the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 8 hereof, to which the obligations of Sellers are subject, Section 6.2.5) have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date is or becomes impossible (other than through and provided that the failure to fulfill such condition is not a result of a breach of warranty or representation or nonfulfillment of any covenant or agreement by Sellers to comply with their obligations under contained in this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; or.

Method of Termination. This Agreement constitutes the binding and irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (a) the covenants, representations, warranties and agreements set forth in this Agreement; and (b) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated at any time prior to Closingor abandoned only as follows: 8.1.1. By the mutual consent of Seller and Buyer, or by either Seller or Buyer if any condition to the Closing set forth in Section 6.1.3 or 6.2.3 is not fulfilled and the failure of such condition is not a result of a breach of warranty or nonfulfillment of any covenant or agreement by Buyer or Seller contained in this Agreement; 8.1.2. By Seller, if all the conditions set forth in Section 5.16(b) governing Seller's ability to terminate the Agreement have been met. 8.1.3. Either Buyer or Seller may terminate this Agreement by giving notice to the other if (a) By such other party has materially breached any of its representations, warranties or covenants herein such that it cannot comply with its respective conditions set forth in Sections 6 and 7, and such breach has not been cured in accordance with Section 10.15 and has not been waived by the mutual written consent of Sellers and Purchaser; terminating party (b) By Purchaser if a provided that the terminating party is not concurrently in material breach of any representation, warranty, covenant, or other agreement contained herein) or provision of this Agreement has been committed by any of Sellers and such breach has not been waived by Purchaser; (cb) By any of Sellers if a 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 Sellers. (d) By Purchaser on or after the sixtieth day after the date hereof, if any of the conditions set forth in Article 7 hereof, to which the obligations of Purchaser are subject, Closing have not been fulfilledsatisfied or waived by July 31, or if satisfaction of such a condition by such date is or becomes impossible (other than through 2005 so long as the failure of Purchaser to comply with its obligations under this Agreement), and Purchaser has close is not waived such condition on attributable to a breach hereunder or before such date; (e) By Sellers on any other action or after inaction by the sixtieth day after the date hereof, if any of the conditions set forth in Article 8 hereof, party seeking to which the obligations of Sellers are subject, have not been fulfilled, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; orterminate.

Method of Termination. This Agreement constitutes the binding and --------------------- irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations, warranties and agreements set forth in this Agreement; and (ii) the expenditures and obligations incurred and to be incurred by Buyer on the one hand, and by Seller, on the other hand, in respect of this Agreement, and this Agreement may be terminated at any time prior to Closingor abandoned only as follows: (a) 8.1.1. By the mutual written consent of Sellers Seller and PurchaserBuyer or by Seller or Buyer in the event of the notification by the Federal Trade Commission or the Department of Justice of the intent of either agency to seek to enjoin the transaction contemplated by this Agreement; (b) 8.1.2. By Purchaser if a material breach of any representationBuyer after February 28, warranty, covenant, agreement or provision of this Agreement has been committed by any of Sellers and such breach has not been waived by Purchaser; (c) By any of Sellers if a 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 Sellers. (d) By Purchaser on or after the sixtieth day after the date hereof1998, if any of the conditions precedent set forth in Article 7 Section 6.1 hereof, to which the obligations of Purchaser Buyer are subject, have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date and provided that the Buyer is or becomes impossible (other than through in material compliance with this Agreement and provided that the failure to fulfill such condition is not a result of Purchaser to comply with its obligations under any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyer contained in this Agreement); or 8.1.3. By Seller after February 28, and Purchaser has not waived such condition on or before such date; (e) By Sellers on or after the sixtieth day after the date hereof1998, if any of the conditions precedent set forth in Article 8 Section 6.2 hereof, to which the obligations of Sellers Seller are subject, have not been fulfilledfulfilled or waived, or if satisfaction of such a condition by such date and provided that the Seller is or becomes impossible (other than through in material compliance with this Agreement and provided that the failure to fulfill such condition precedent is not a result of Sellers to comply with their obligations under any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in this Agreement), and Sellers have not waived such condition on or before such date; (f) By Sellers or Purchaser if the Closing has not occurred on or prior to the sixtieth day after the date hereof, provided, however, that neither Sellers nor the Purchaser shall be entitled to terminate this Agreement pursuant to this Section 11.1(f) if such party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby as of or prior to such time; or.