Common use of Methods of Termination Clause in Contracts

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By either Purchaser or Seller, in writing, if the mutual written consent Closing has not occurred on or before the earlier of the partiesnine (9) month anniversary of this Agreement; (b) By Purchaser, upon a material breach of At any representation, warranty, covenant or agreement on time prior to the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt Closing Date by the party mutual consent in breach writing of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser and Seller; (c) By SellerPurchaser or Seller as to the Owned Real Estate and/or Leasehold Estate and all furniture, upon a material breach fixture and equipment located thereon, all of any representationthe Assets and Liabilities relating to the affected Branch, warrantyor as to the Agreement in its entirety, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrueas provided, in either case such that any of the conditions set forth each case, in Section 3.4 hereof would not be satisfied2.04(c), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and6.03 or 10.02; (d) By Purchaser in writing if and when, at any party time prior to the Closing, any condition of its obligations hereunder set forth in Section 6.01 of this Agreement becomes incapable of being fulfilled and such condition has not been waived by Purchaser; (e) By Seller in writing if and when, at any time prior to the Closing, any condition of its obligations hereunder set forth in Section 6.01 of this Agreement becomes incapable of being fulfilled and such condition has not been waived by Seller; (f) At any time prior to the Closing Date by Purchaser or Seller in writing if the other continues to be in breach of any representation and warranty (as if such representation and warranty had been made on and as of the date of the notice of breach referred to below unless a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken different time is specified in any other action (which order, decree or ruling the parties hereto shall use its best efforts to liftsuch representation and warranty), which permanently restrainscovenant, enjoins or otherwise prohibits agreement in any material respect and such breach has not been cured within twenty-five (25) days after the transactions giving of notice to the breaching party of such breach; or (g) By Purchaser or Seller in writing at any time after any applicable regulatory authority has denied approval of any application of Purchaser for approval of the transaction contemplated by this Agreementhereby.

Methods of Termination. This Prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingtime: (a) By the by mutual written consent agreement of the partiesSeller and the Acquiror; (b) By Purchaserby either the Seller or the Acquiror if the Closing shall not have occurred by June 1, upon 2007; provided, however, that the right to terminate the Agreement pursuant to this Section 12.1(b) shall not be available to a party if such party’s failure to perform in all material breach respects any of their material obligations under this Agreement or any Related Agreement results in the failure of the Closing to occur by such time; (c) by either the Seller or the Acquiror, if there shall be in effect any Law that prohibits the Closing or if the Closing would violate any non-appealable Order, issued by a competent Governmental Entity, that permanently restrains, enjoins or prohibits the consummation of the transactions contemplated by this Agreement; (d) by either the Seller or the Acquiror, if the other party has breached any material representation, warranty, covenant or agreement on hereunder, such breach has not been waived by the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfiednon-breaching party, and such the breach shall, if capable of cure, has not been cured within ten a period of thirty (1030) days after receipt by following the terminating party’s written notice of such breach and the breaching party is diligently proceeding to cure such breach, unless such breach is not capable of cure, in breach of a notice from which event the non-breaching party setting forth in detail the nature of such breachmay terminate immediately; (ce) By by the Acquiror, if a Seller Material Adverse Effect shall have occurred since the date of this Agreement; (f) by the Seller, upon a if an Acquiror Material Adverse Effect shall have occurred since the date of this Agreement; (g) by the Seller, if (i) it is not in material breach of the terms of Section 8.10(a) or (c), (ii) the board of directors of the Seller has authorized the Seller to enter into a definitive agreement for a transaction that constitutes a Superior Bid, (iii) the Seller has notified the Acquiror in writing that the Seller has received a Superior Bid and intends to enter into a definitive agreement with respect to such Superior Bid pursuant to Section 8.10(b), (iv) five (5) Business Days have passed since the Acquiror has received such written notice and (v) the Other Bid remains a Superior Bid after any representationamendments to this Agreement; provided, warrantyhowever, covenant that the Seller shall not have the right to terminate this Agreement pursuant to this Section 12.1(g) prior to the expiration of the No-Shop Period. (h) by the Acquiror, if prior to the Closing, the Seller has breached the terms and conditions of the Acrux License in a manner giving rise to a right of termination under the Acrux License by Fempharm Pty Ltd. and/or Acrux DDS Pty Ltd., whether or agreement not such breach is based on facts or circumstances in existence as of the date hereof; or (i) by Acquiror, on or before the earlier of (i) 11:59 p.m. (Eastern Daylight Saving Time) fourteen (14) calendar days following the date hereof or (ii) 11:59 p.m. (Eastern Daylight Saving Time) on the part fifth (5th) Business Day following the date of Purchaser Acquiror’s inspection of the facilities of [***], located at [***] (the “Facility Inspection Deadline”), if Acquiror determines in good faith that [***] is unable to manufacture quantities of the pump component for Evamist meeting the specifications therefor (as set forth in this Agreementthe Evamist NDA) to support the launch of Evamist or provide continuity of commercial supply as contemplated by the parties as of the date hereof (the “Adverse Determination”); provided, orhowever, if any representation or warranty Acquiror makes the Adverse Determination it shall promptly notify Seller thereof, then upon written request of Purchaser and either party to the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten other party (10i) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts promptly meet (whether in person or teleconference) and discuss in good faith possible resolutions to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated Adverse Determination over a period of seven (7) calendar days and (ii) Acquiror’s ability to terminate this Agreement pursuant to this Section 12.1(i) shall be extended by this Agreementa period of seven (7) calendar days following the Facility Inspection Deadline.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before the Closingtime: (a) By the mutual written consent by agreement in writing of the partiesStrategic Investor, the Company and the Primary Shareholders; (b) By Purchaserby notice in writing by either of the Strategic Investor, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in the Primary Shareholders, if the Closing does not occur on or before October 7, 2007; provided that if the Closing does not occur on or before such date as the result of a willful breach or willful default by a party with respect to its obligations under this AgreementAgreement on or before such date, such party may not terminate this Agreement pursuant to this Section 14.1(b), and the other party to this Agreement shall at its option enforce its rights against such breaching or if defaulting party and seek any representation or warranty of the Company or Seller shall become untrueremedies against such party, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, as provided hereunder and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachapplicable law; (c) By Seller, upon by notice in writing by the Strategic Investor if (i) there has been a material misrepresentation, breach of any representation, warranty, warranty or breach of covenant by the Company or agreement on the part of Purchaser set forth in Primary Shareholders under this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that (ii) any of the conditions precedent to Closing set forth in Section 3.4 hereof would Sections 9 and 10.1 has not be satisfiedbeen met on the Closing Date. In the event any of the events in items (i) or (ii) occurs, the Strategic Investor agrees to give written notice of such circumstance to the Company and the Company shall have the right to cure any such misrepresentation or breach shall, if capable or satisfy any pending condition within a term of cure, not have been cured within ten (10) days after receipt by Business Days counted as of the party in breach date of a written notice from the non-breaching party setting forth in detail the nature of such breach; andsaid notice; (d) By by notice in writing by the Company if (i) there has been a material misrepresentation, breach of warranty or breach of covenant by the Strategic Investor under this Agreement, or (ii) any party if a court of competent jurisdiction the conditions precedent to Closing set forth in Sections 9 and 10.2 has not been met on the Closing Date. In the event any of the events in items (i) or governmental(ii) occurs, regulatory or administrative agency or commission the Company agrees to give written notice of such circumstance to the Strategic Investor and the Strategic Investor shall have issued an orderthe right to cure any such misrepresentation or breach or satisfy any pending condition within a term of ten (10) Business Days counted as of the date of said notice; or (e) at the time at which either Strategic Investor (or NewCo, decree as the case may be) or ruling the Primary Shareholders cease to be shareholders of the Company, in the understanding that such termination shall not affect (i) the rights perfected or taken the obligations incurred by any other action such party under this Agreement prior to such termination (which order, decree or ruling the parties hereto shall use its best efforts to liftincluding any liability for breach of this Agreement), which permanently restrains, enjoins or otherwise prohibits and (ii) the transactions contemplated by obligations expressly stated to survive under this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, FICF upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller CodeSmart Shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller CodeSmart and CodeSmart Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerCodeSmart Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser FICF set forth in this Agreement, or, if any representation or warranty of Purchaser FICF and the shareholders of Purchaser FICF shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before prior to the ClosingClosing Date: 10.1.1 by mutual consent of Sithe and Buyer; or 10.1.2 by Buyer at any time after September 30, 2000 if any of the conditions provided for in Article 7 of this Agreement shall not have been satisfied or waived in writing by 102 110 Buyer in its sole discretion prior to such date; provided, that if any condition in Article 7 has not been so satisfied or waived and diligent efforts are being undertaken to satisfy such condition, including, but not limited to, efforts to cure any breach of any representation or warranty, then the references to September 30, 2000 in this Section 10.1.2 shall be extended for up to 90 days so long as such diligent efforts continue; or 10.1.3 by Sithe at any time after September 30, 2000 if any of the conditions provided for in Article 8 of this Agreement shall not have been satisfied or waived in writing by Sithe in its sole discretion prior to such date; provided, that if any condition in Article 8 has not been so satisfied or waived and diligent efforts are being undertaken to satisfy such condition, including, but not limited to, efforts to cure any breach of any representation or warranty, then the references to September 30, 2000 in this Section 10.1.3 shall be extended for up to 90 days so long as such diligent efforts continue; or (a) By the mutual written consent of the parties; (b) By Purchaserby Buyer, upon not less than 30 days' prior written notice, there has been a material violation or breach by any Seller of any representationagreement, warrantyrepresentation or warranty contained in this Agreement which, covenant individually or agreement in the aggregate, has or would have a Material Adverse Effect and which is not susceptible to cure (or if so susceptible is not the subject of diligent efforts on the part of the Company or Seller breaching party to cure; provided that no such efforts shall affect the time periods set forth in Section 10.1.2); provided, that Buyer is not in material violation or breach of its agreements, representations or warranties contained in this Agreement, or (b) by Sithe upon not less than 30 days, prior written notice, if there has been a material violation or breach by Buyer of any agreement, representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth contained in this Agreement; 103 111 provided, or, if any representation that the Sellers are not in material violation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth their agreements, representations or warranties contained in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the mutual written consent of the partiesClosing has not occurred by November 5, 2010, or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) By Purchaser, upon a material breach of at any representation, warranty, covenant time on or agreement on prior to the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt Effective Time by the party mutual consent in breach writing of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser and Seller; (c) By Sellerany time prior to the Effective Time, upon a material by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation, warranty, covenant or agreement on representation and warranty in any respect as would violate the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions closing condition set forth in Section 3.4 8.1 or Section 9.1, as applicable (as if such representation and warranty had been made on and as of the date hereof would and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not be satisfiedin breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of thirty (1030) calendar days after receipt the giving of notice to the breaching party of such breach or the Effective Time; (d) by the party Seller or Purchaser in breach of a written notice from the writing at any time after any applicable regulatory authority has denied, by final non-breaching appealable order, approval of any application of either party setting forth in detail for approval of the nature of such breachtransactions contemplated herein; and (de) By any party if a court by either Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreementhereby is in effect and has become final and nonappealable.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, UTCH upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller GPEC Shareholder set forth in this Agreement, or if any representation or warranty of the Company or Seller GPEC and GPEC Shareholder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerGPEC Shareholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser UTCH set forth in this Agreement, or, if any representation or warranty of Purchaser UTCH and the shareholders of Purchaser UTCH shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before August 31, 1998 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten (10) 30 days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. (a) This Agreement may be terminated by either Buyer or Seller on notice to the other Party as follows: (i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to have taken an Action) which, in either such case, has become final and non-appealable and has the effect of making the consummation of the transactions contemplated hereby may illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be abandoned at available to a Party if its failure to fulfill any time before obligation under this Agreement shall have been the Closing: cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (aincluding the failure to have taken an Action) By that has the mutual written consent effect of making the consummation of the partiestransactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; (bii) By Purchaserif the Closing shall not have occurred on or before the date that is eighteen (18) months following the Execution Date ((which date may be extended by any Party, upon by notice to the other Party, for one additional six (6) month period if (i) applicable Governmental Authority approvals have not been obtained by the date that is eighteen (18) months after the Execution Date (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill, or its delay in fulfilling, any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; or (iii) in the event of a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth contained in this AgreementAgreement by the other Party, or if any representation or warranty which breach would cause the failure of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, a closing condition hereunder and such breach shall, if capable of cure, has not been cured within ten remains uncured thirty (1030) days after receipt following written notice by the party in breach of a notice from the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching party setting forth is attempting in detail good faith to pursue the nature of such breach;cure; or (civ) By by mutual written consent of Buyer and Seller, upon . (b) This Agreement may be terminated by Buyer if a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Casualty Loss has occurred pursuant to and in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in accordance with Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement7.6 hereof.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by September 30, 2012, unless such date is extended in writing by mutual written consent agreement of the parties; (b) By Purchaser, upon a material breach at any time on or prior to the Effective Time by the mutual consent in writing of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth Purchaser and Seller; (c) by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not be satisfied, have been met by Seller or waived in writing by Purchaser within 30 calendar days following the date of all approvals by regulatory agencies and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachall statutory waiting periods have expired; (cd) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired; (e) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 calendar days after receipt by the giving of notice to the breaching party of such breach or the Effective Time; provided, however, that there shall be no cure period in connection with any breach of a written notice from Section 6.3, so long as such breach by Purchaser was not caused by any action or inaction of Seller, and Seller may terminate this Agreement immediately if regulatory applications are not filed within 30 calendar days after the non-breaching party setting forth date of this Agreement as provided in detail the nature of such breachthat Section; andor (df) By by Purchaser or Seller in writing at any party if a court time after any applicable regulatory authority has denied approval of competent jurisdiction any application of Purchaser or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Seller for approval of the transactions contemplated by this Agreementherein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the partiesParties; (b) By PurchaserCipher, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Imagin set forth in this Agreement, or if any representation or warranty of the Company or Seller Imagin shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "Imagin Breach"), and such breach shall, if capable of cure, has have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerImagin, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Cipher set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Cipher shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a “Cipher Breach”), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By either Cipher or Imagin, if the Closing shall not have been consummated on or before May 31, 2005, provided, however, that this Agreement may be extended by written notice of either Cipher or Imagin and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. (e) By either Cipher or Imagin if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingas follows: (a) By at any time by the mutual written consent of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of by the Purchaser in writing at any representation, warranty, covenant or agreement on the part of the Company or Seller set forth time that it determines in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such good faith that any of the conditions set forth in Section 3.3 hereof would Article XII of this Agreement will not be satisfiedmet by May 3, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach2002; (c) By Seller, upon a material breach of by the Seller in writing at any representation, warranty, covenant or agreement on the part of Purchaser set forth time that it determines in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such good faith that any of the conditions set forth in Section 3.4 hereof would Article XIII of this Agreement will not be satisfiedmet by May 3, 2002; (d) by the Seller or the Purchaser in writing at any time after any of the regulatory authorities has denied any application of the other party for approval of the transactions contemplated herein; (e) by the Purchaser in writing on or before the Closing Date if as a result of its due diligence review or its review of the exhibits and schedules to be provided by Seller pursuant to this Agreement and attached hereto, it discovers a fact, circumstance or valuation issue that makes it inadvisable in Purchaser's sole discretion for Purchaser to proceed with the transaction contemplated hereby; (f) by the Purchaser or the Seller if the Closing shall not have occurred on or prior to May 3, 2002, unless the failure of such occurrence is due to the failure of the party seeking termination failing to perform or observe any of its agreements and conditions set forth herein. 242 (g) any time on or prior to the Closing Date, by Purchaser or Seller in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction breach or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementClosing Date.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article V of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Closing Date by the Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable Article VI of cure, this Agreement shall not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; andSeller; (d) By at any party time on or before the Closing Date by the Purchaser or the Seller in writing if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission the other shall have issued an order, decree been in breach of any representation or ruling warranty in any material respect (as if such representation or taken any other action (which order, decree or ruling warranty had been made on and as of the parties hereto shall use its best efforts date hereof and on the date of the notice of breach referred to liftbelow), which permanently restrainsor in breach of any covenant, enjoins agreement or otherwise prohibits obligation contained herein and such breach has not been cured by the earlier of fifteen (15) days after the giving of notice to the breaching party of such breach or the Closing Date; (e) by either the Seller or the Purchaser in writing at any time after any of the regulatory authorities has denied the application of the Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement that is reasonably unacceptable to the party on which the condition is imposed; or (f) by either the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before one hundred twenty (120) days from the date of this Agreement, unless extended by a written agreement by Seller and Purchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, U.S. Co upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Moxian Holder set forth in this Agreement, or if any representation or warranty of the Company or Seller Moxian BVI and Moxian Holder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerMoxian Holder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser U.S. Co set forth in this Agreement, or, if any representation or warranty of Purchaser U.S. Co and the shareholders of Purchaser U.S. Co shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the all parties; (b) By on the Closing Date by the Purchaser in writing if the conditions set forth in Article V of this Agreement shall not have been satisfied or waived in writing by the Purchaser; (c) on the Closing Date by the Seller in writing if the conditions set forth in Article VI of this Agreement shall not have been satisfied or waived in writing by such parties; (d) at any time on or before the Closing Date by the Purchaser in writing pursuant to Sections 2.7(a), upon a material 2.8, or 2.11(c); (e) at any time on or before the Closing Date by the Purchaser in writing if the Seller shall have been in breach of any representation or warranty (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, agreement or obligation contained herein and such breach has not been cured by the earlier of five (5) days after the giving of written notice to the breaching party of such breach or the Closing Date, but only if such breach of the representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreementobligation has had, or would have, a Material Adverse Effect; (f) at any time on or before the Closing Date by the Seller if the Purchaser shall have been in breach of any representation or warranty (as if such representation or warranty had been made on and as of the Company or Seller shall become untrue, in either case such that any date hereof and on the date of the conditions set forth notice of breach referred to below), or in Section 3.3 hereof would not be satisfiedbreach of any covenant, agreement or obligation contained herein and such breach shall, if capable of cure, has not been cured within ten by the earlier of five (105) days after receipt by the party in giving of written notice to the Purchaser of such breach or the Closing Date; but only if such breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on obligation materially impaired, or would materially impair, the part ability of the Purchaser set forth in to perform its obligations under this Agreement, or, if any representation Agreement or warranty otherwise materially threaten or materially impede the consummation by the Purchaser of Purchaser the Transaction and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (g) by either the Seller or the Purchaser in writing at any time subsequent to the denial by any regulatory authority whose approval is necessary of any application of the Purchaser for approval of the Transaction; or (h) by the Purchaser at any time subsequent to the approval by any regulatory authority whose approval is necessary of any application of the Purchaser for approval of the Transaction if such approval contains or imposes any condition or requirement that materially and adversely affects Purchaser or the economic benefits to Purchaser of the Transaction.

Methods of Termination. This Agreement may be terminated and in any one of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By at any time on or before the Closing Date by the mutual written consent in writing of the partiesPurchaser and Seller; (b) By by either Seller or Purchaser in writing if the transactions contemplated hereby are not consummated on or before October 31, 2012 (the “Outside Date”), in which case this Agreement shall be null and void, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein; (c) by Purchaser, upon a material if Seller has breached or is in breach of any representation, warranty, (i) representation or warranty (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below) or (ii) covenant or agreement agreement, in each case on the part of the Company or Seller set forth contained in this AgreementAgreement in any respect, or if any representation or warranty of the Company or Seller shall become untrue, which breach would result in either case such that any of the conditions set forth in Section 3.3 hereof would Article VI of this Agreement not to be satisfiedsatisfied on the Closing Date, and such breach shallis not cured by the earlier of (i) the Outside Date or (ii) thirty (30) days following written notice to Seller; (d) by Seller, if capable of cure, Purchaser has not been cured within ten (10) days after receipt by the party breached or is in breach of a any (i) representation or warranty (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice from the non-breaching party setting forth in detail the nature of such breach; breach referred to below) or (cii) By Seller, upon a material breach of any representation, warranty, covenant or agreement agreement, in each case on the part of Purchaser set forth Seller contained in this AgreementAgreement in any respect, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, which breach would result in either case such that any of the conditions set forth in Section 3.4 hereof would Article VII of this Agreement not to be satisfiedsatisfied on the Closing Date, and such breach shallis not cured by the earlier of (i) the Outside Date or (ii) thirty (30) days following written notice to Seller; (e) by Purchaser in writing at any time after any Regulatory Authority has conditioned its grant of a Governmental Approval on Purchaser’s acceptance of or agreement to an Unacceptable Regulatory Condition; (f) by Seller or Purchaser, if capable of cure, it becomes reasonably apparent that the condition set forth in Section 6.11 will not have been cured within ten (10) days after receipt be satisfied by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breachOutside Date; and (dg) By by either Seller or Purchaser in writing at any party if a court time after any of the Governmental Approvals has been denied and such denial has become final and nonappealable or any governmental entity of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an ordera final, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which nonappealable injunction permanently restrains, enjoins enjoining or otherwise prohibits prohibiting the consummation of the transactions contemplated by this Agreement; provided that with respect to any denial by a Regulatory Authority of a Governmental Approval, the party terminating this Agreement pursuant to this Section 8.1(g) shall have complied in all material respects with its obligations set forth in Section 2.1.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, the Parent upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller CodeSmart Shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller CodeSmart and CodeSmart Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerCodeSmart Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser the Parent set forth in this Agreement, or, if any representation or warranty of Purchaser the Parent and the shareholders of Purchaser the Parent shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any one of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By at any time on or before the Closing Date by the mutual written consent in writing of the partiesPurchaser and Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth Closing Date by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article 6 of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Closing Date by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article 7 of this Agreement shall not have been satisfied or waived in writing by Seller; (d) at any time on or before the Closing Date by Purchaser or Seller in writing if the other shall have been in breach of any representation or warranty in any material respect (as if such representation or warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein and such breach shall, if capable of cure, has not have been cured within ten by the earlier of thirty (1030) days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breachbreach or the Closing Date; provided, however, that neither party hereto may terminate this Agreement on account of its own breach hereof; (e) by either Seller or Purchaser in writing at any time after any of the regulatory authorities has denied the application, notice or request of the Purchaser for approval of the transactions contemplated hereby; and (df) By any party by Seller or Purchaser in writing if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated hereby are not consummated on or before June 29, 2006, unless extended by a written agreement by Seller and Purchaser, in which case this AgreementAgreement shall be null and void, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, Granto upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Rongfu Holders set forth in this Agreement, or if any representation or warranty of Rongfu or the Company or Seller Rongfu Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Sellerthe Rongfu Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Granto set forth in this Agreement, or, if any representation or warranty of Purchaser Granto and the shareholders of Purchaser Granto Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before March 31, 2010; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesTsai, Global Pharma and Top Flight; (b) By Purchaserb. ByTop Flight, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company Global Pharma or Seller Tsai set forth in this Agreement, or if any representation or warranty of the Company Global Pharma or Seller Tsai shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "GP Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerGlobal Pharma , upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Top Flight set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Top Flight shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "TF Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either Top Flight or Global Pharma, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either Top Flight or Global Pharma, if the Closing shall not have been consummated as a result of Top Flight or Global Pharma having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Global Pharma or Top Flight if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, Kalex upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller AIFC Holders set forth in this Agreement, or if any representation or warranty of AIFC or the Company or Seller AIFC Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Sellerthe AIFC Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Kalex set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Kalex shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before June 15, 2013; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement. (f) By Kalex, if AIFC fails to deliver AIFC Financial Statements pursuant to Section 3.7 and 7.7. (g) By Kalex, if the results of a due diligence inspection by Kalex are unsatisfactory.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a: 1) By the mutual written consent of the parties; (bOvale and Orion; 2) By PurchaserOrion, upon a material breach of any representation, warranty, covenant or agreement on the part of Ovale and the Company or Seller Ovale shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller Ovale shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied an "Ovale Breach"), and such breach shall, if capable of cure, has have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c; 3) By SellerOvale, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Orion set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Orion shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VII hereof would not be satisfiedsatisfied (an "Orion Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d4) By either Ovale or Orion, if the Closing shall not have been consummated on or before October 30, 2004, provided, however, that this Agreement may be extended by written notice of either Ovale or Orion, if the Closing shall not have been consummated as a result of Orion or Ovale having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(4) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. 5) By either Ovale or Orion if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree decree, or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement shall automatically terminate under the circumstances set forth in Section 7.3(c) or in the event the consummation of the sale of the Assets to the Highest Bidder, and may also be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingas follows: (a) By the by mutual written consent agreement of the partiesSeller and the Purchaser, prior to the Closing Date; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller if written notice is provided as set forth in this AgreementSection 6.2; (c) at the time before the Closing, or by the Purchaser if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would ARTICLE IX shall have become incapable of fulfillment or cure and shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt waived by the party Purchaser, provided that the Purchaser is not then in breach of a this Agreement, and provided, further, that the Purchaser shall not have the right to terminate this Agreement by reason of any alleged failure of the Seller to comply with the provisions of Sections 6.1 or 6.3 unless such breach is material and is not cured within five days after the Purchaser shall have delivered the Seller notice from the non-breaching party setting forth in detail the nature of such breachthereof; (cd) By Sellerat any time before the Closing, upon a material breach of any representation, warranty, covenant or agreement on by the part of Purchaser set forth in this Agreement, or, Seller if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, ARTICLE X shall have become incapable of fulfillment or cure and such breach shall, if capable of cure, shall not have been cured within ten (10) days after receipt waived by the party Seller, provided that the Seller is not then in breach of this Agreement; (e) at any time after the Termination Date by either party if the Closing fails to occur on or before such date, unless such failure is due to the action or inaction of, or breach of this Agreement by, such party; (f) at any time before the Closing by the Seller in the event that there has been a written notice Purchaser Material Adverse Effect; or (g) at any time following the ninetieth day from the non-breaching party setting forth in detail the nature of such breach; and (d) By any date hereof, by either party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling by such date the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementSale Order has not been entered.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before the Closingtime: (a) By the by mutual written consent in writing of the partiesPurchaser and the Seller; (b) By Purchaserby written notice from the Purchaser or the Seller if the transactions contemplated by this Agreement are not consummated on or before End Date; provided, upon that the right to terminate this Agreement under this Section 10.1(b) will not be available to any Party whose material Breach of a representation, warranty, covenant, or agreement under this Agreement has been the cause of, or resulted in the failure of, the Closing to occur on or before such date; (c) by written notice from the Purchaser if (provided, that the Purchaser is not then in material breach Breach of any representation, warranty, covenant covenant, or other agreement on contained herein) (i) the part of Company, the Company Seller or the Equityholders fail to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the Company, the Seller set forth or the Equityholders prior to the Closing or (ii) the Company, the Seller or any Equityholder is otherwise in Breach under this Agreement, and in the case of either of clause (i) or if any representation or warranty of the Company or Seller shall become untrue, in either case clause (ii) such that any of the conditions condition set forth in Section 3.3 hereof 7.2(a) or 7.2(b) would not be satisfied; provided, and such breach shallhowever, if capable of cure, has such Breach is curable the Purchaser may not been cured within terminate this Agreement until the date that is ten (10) days after receipt Business Days from the date written notice was provided to the Seller; or (d) by the party in breach of a written notice from the non-breaching party setting forth in detail Seller if (provided, that none of the nature of such breach; (c) By Company, the Seller, upon a or any of the Equityholders are then in material breach Breach of any representation, warranty, covenant covenant, or other agreement on contained herein) (i) the part of Purchaser set forth fails to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the Purchaser prior to the Closing, or (ii) the Purchaser is otherwise in Breach under this Agreement, or, if any representation and in the case of either of clause (i) or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case clause (ii) such that any of the conditions condition set forth in Section 3.4 hereof 7.3(a) or 7.3(b) would not be satisfied; provided, and such breach shallhowever, if capable of cure, such default or Breach is curable Seller may not have been cured within terminate this Agreement until the date that is ten (10) days after receipt by Business Days from the party in breach of a date written notice from was provided to the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementPurchaser.

Methods of Termination. This Agreement may be terminated and the transactions Transactions contemplated hereby may be abandoned rescinded at any time before prior to the Closing: (a) By Closing by the mutual written consent of the parties;, or up to twelve (12) months after the Closing Date as set forth below: (ba) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (cb) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (dc) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions Transactions contemplated by this Agreement.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated and the transactions contemplated hereby may be and/or abandoned at any time before prior to the First Closing: (a) By by the mutual written consent of the partiesBuyer and Seller; (b) By PurchaserBuyer or Seller, upon a material if the First Closing shall not have occurred on or before the three (3) month anniversary of the Effective Date (the “Termination Date”); provided, however, that the right to terminate this Agreement under this clause (b) of Section 13.1 shall not be available to any party whose breach of any representation, warranty, covenant or agreement on this Agreement has resulted in the part failure of the Company Closing to occur on or Seller set forth in this Agreement, or if any representation or warranty of before the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachTermination Date; (c) By at the election of Buyer or Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins enjoining or otherwise prohibits prohibiting the transactions contemplated under this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; (d) at the election of Buyer, if Seller shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not have been cured within thirty (30) days after receipt by this AgreementSeller of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured); or (e) at the election of Seller, if Buyer shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not have been cured within thirty (30) days after receipt by Buyer of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured).

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, AMCF upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller WHEC set forth in this Agreement, or if any representation or warranty of the Company or Seller WHEC shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerWHEC, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser AMCF set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser AMCF shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article IV hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, CodeSmart upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Jasper set forth in this Agreement, or if any representation or warranty of the Company or Seller Jasper shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerJasper, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser CodeSmart set forth in this Agreement, or, if any representation or warranty of Purchaser CodeSmart and the shareholders of Purchaser CodeSmart shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article IV hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, RXAC upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Allerayde Holder set forth in this Agreement, or if any representation or warranty of the Company or Seller Allerayde and Allerayde Holder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerAllerayde Holder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser RXAC set forth in this Agreement, or, if any representation or warranty of Purchaser RXAC and the shareholders of Purchaser RXAC shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before March 27, 1998 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten thirty (1030) calendar days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) calendar days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and in any one of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By at any time on or before the Closing by the mutual written consent in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VI of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt met by the party Seller or waived in breach of a notice from writing by the non-breaching party setting forth in detail the nature of such breachPurchaser; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Closing Date by the Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable Article VII of cure, this Agreement shall not have been cured within ten (10) days after receipt met by the party Purchaser or waived in breach of a written notice from writing by the non-breaching party setting forth in detail the nature of such breach; andSeller, (d) By at any party time on or before the Closing by the Purchaser or the Seller in writing if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission the other shall have issued an order, decree been in breach of any representation or ruling warranty in any material respect (as if such representation or taken any other action (which order, decree or ruling warranty had been made on and as of the parties hereto shall use its best efforts date hereof and on the date of the notice of breach referred to liftbelow), which permanently restrainsor in breach of any covenant, enjoins undertaking or otherwise prohibits obligation contained herein and such breach has not been cured by the earlier of thirty (30) days after the giving of notice to the breaching party of such breach or the Closing Date; (e) by either the Seller or the Purchaser in writing at any time after any of the Governmental Approvals has been denied and such denial has become final and non-appealable; (f) by either the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before June 30, 2010, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein; (g) at any time on or before the Closing by this AgreementPurchaser, in writing, as provided for in Section 9.15.

Methods of Termination. This Agreement may may, by written notice, be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (ai) By the by mutual written consent of the partiesAAAMHI and Purchaser; (bii) By Purchaser, upon a material breach of any representation, warranty, covenant by either Purchaser or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shallSellers, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Entity shall have issued an order, decree or ruling or taken any other action (which orderaction, decree or ruling the parties hereto shall use its best efforts to lift)in each case permanently restraining, which permanently restrains, enjoins enjoining or otherwise prohibits prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by Purchaser, at any time when any Seller is in breach of any covenant pursuant to this Agreement or in any schedule or documents delivered in connection herewith or if any representation or warranty of any Seller is false or misleading (except such as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect); provided that such condition is not the result of any breach of any covenant, representation or warranty of Purchaser set forth herein or in any closing certificate delivered pursuant to the terms hereof; and provided further that such breach shall not have been cured, in the case of a covenant, within ten (10) business days following receipt by the breaching Party of notice of such breach or, in the case of a representation or warranty which is reasonably capable of a cure without any adverse consequences with respect to the Business, the Acquired Assets, the Target Funds, the Acquisition or the rights of the Purchaser hereunder, on or prior to the date on which the conditions other than the accuracy of the representation and warranty in question would be satisfied for the Closing; (iv) by AAAMHI, at any time when Purchaser is in breach of any of its material covenants pursuant to this Agreement or if any representation or warranty of Purchaser is false or misleading in any material respect; provided that such condition is not the result of any breach of any covenant, representation or warranty of Sellers set forth in any Transaction Document; and provided further that such breach shall not have been cured, in the case of a covenant, within ten (10) business days following receipt by the breaching Party of notice of such breach or, in the case of a representation or warranty which is reasonably capable of a cure without any adverse consequences with respect to the Business, the Acquired Assets, the Target Funds, the Acquisition or the rights of the Sellers hereunder, on or prior to the date on which the conditions other than the accuracy of the representation and warranty in question would be satisfied for the Closing; (v) by Purchaser as permitted pursuant to Section 4.9; (vi) by either Purchaser or AAAMHI if the Closing has not occurred on or before December 31, 2006; provided, however, that the right to terminate this Agreement shall not be available to any Party whose breach (or breach by any Affiliate of such Party) of any covenant or agreement pursuant to this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (vii) by either Purchaser or AAAMHI if the Trustee Approval or Target Funds Shareholder Approval shall not have been obtained for all Target Funds on or before December 31, 2006.

Methods of Termination. This The transactions contemplated by this Agreement and the other Transaction Documents may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent agreement of the partiesSellers and Buyer; (b) By Purchaserby either Sellers or Buyer in writing if the Closing shall not have occurred by August 26, upon a material 2011 (the “Termination Date”); provided that the right to terminate this Agreement under this Section 12.01(b) shall not be available to any Party whose breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty or whose failure to perform or observe in any material respect any covenant or obligation contained in this Agreement has been the cause of or resulted in the failure of the Company Closing; (c) by either Sellers or Seller Buyer in writing if there shall become untruebe in effect any Law or Order of any Governmental or Regulatory Authority that prohibits or restrains the Parties from consummating the transactions contemplated by the Transaction Documents or if the Closing would violate any final and non-appealable Order; (d) by either Sellers or Buyer in writing if the other Party has breached any material obligation hereunder that remains uncured for a period of 30 days after written notice and demand for cure thereof by the non-breaching Party, unless such breach is not capable of cure in either case which event the non-breaching Party may terminate immediately; (e) by Sellers in writing if (i) Buyer breaches any of its respective representations, warranties, covenants or agreements contained herein such that any of the conditions to Closing set forth in Section 3.3 hereof 10.01 or Section 10.02 would not be satisfied, and (ii) such breach shall, if capable is either incapable of cure, being cured or has not been cured within ten by Buyer by the earlier of (10) A)the Termination Date or (B)30 days after receipt by the party in of written notice from Sellers to Buyer informing Buyer of such breach (this 30-day termination prior notice period shall not apply with respect to a breach of a notice from any covenants or agreements to be performed at the non-breaching party setting forth Closing), provided, that Sellers are not, as of the date it seeks to terminate this Agreement, in detail the nature material breach of such breachits obligations hereunder; (cf) By Sellerby Buyer in writing if (i) Sellers breach any of their respective representations, upon a material breach of any representationwarranties, warranty, covenant covenants or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case agreements contained herein such that any of the conditions to Closing set forth in Section 3.4 hereof 9.01 or Section 9.02 would not be satisfied, and (ii) such breach shall, if capable is either incapable of cure, being cured or has not have been cured within ten by Sellers by the earlier of (10) A)the Termination Date or (B)30 days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature Buyer to Sellers informing Sellers of such breachbreach (this 30-day termination prior notice period shall not apply with respect to a breach of any covenants or agreements to be performed at the Closing), provided, that Buyer is not, as of the date it seeks to terminate this Agreement, in material breach of its obligations hereunder; andor (dg) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts by either Party pursuant to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementSection 8.27.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VI of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachSeller; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Purchaser set forth in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would Article VII of this Agreement shall not be satisfiedhave been satisfied or waived in writing by the Purchaser; (d) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of (10i) fifteen (15) days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach, or (ii) the Closing Date; andprovided, however, that neither party hereto may terminate this Agreement on account of its own breach hereof; (de) By by either the Seller or the Purchaser in writing at any party if a court time after any of competent jurisdiction the regulatory authorities has denied any application, notice or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling request of the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement (other than regulatory capital levels or ratios) that is reasonably unacceptable to either party unless within 10 days after such regulatory action, the Seller and Purchaser agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority taking such action; (f) by this Agreementeither the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before March 31, 2014, unless extended by a written agreement by the Seller and Purchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the partiesFRMB and MKHD; (b) By PurchaserMKHD, upon on a material breach on the part of FRMB of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller FRMB shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "FRMB Breach"), and such breach shallbreach, if capable of cure, has not been cured within ten twenty (1020) business days after receipt by the party in breach FRMB of a written notice from the non-breaching party MKHD setting forth in detail the nature of such breachFRMB Breach; (c) By SellerFRMB, upon a material breach on the part of MKHD of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser MKHD shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "MKHD Breach"), and such breach shallbreach, if capable of cure, has not have been cured within ten twenty (1020) business days after receipt by the party in breach MKHD of a written notice from the non-breaching party FRMB setting forth in detail the nature of such breach; andMKHD Breach; (d) By either MKHD or FRMB, if the Closing shall not have consummated before May 14, 2013; provided, however, that this Agreement may be extended by written notice of either FRMB or MKHD if the Closing shall not have been consummated as a result of the other party (FRMB or MKHD) having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; (e) By either the FRMB or MKHD if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (f) By either FRMB or MKHD if the other party breaches any of its covenants in Section 4.3 hereof in any material respect; (g) By either FRMB if MKHD Material Adverse Effect occurs following the date hereof; (h) By FRMB if: (i) this Agreement is not adopted by the Requisite MKHD Vote after a vote thereon at a duly held stockholders meeting or adjournment or postponement thereof; (ii) the board of directors of MKHD withdraws, modifies or amends the MKHD Board Recommendation in any manner adverse to FRMB; (iii) any and all cash obtained from MKHD’s Interim Financing is not deposited with the Escrow Account within three (3) business days following its receipt by MKHD; or (v) the results of the Due Diligence Review conducted by FRMB and its counsel and advisors are not to the complete satisfaction of FRMB. (i) By MKHD if the results of the Due Diligence Review conducted by MKHD and its counsel and advisors are not to the complete satisfaction of MKHD.

Methods of Termination. This Subject to the other provisions of this Section 9.14, this Agreement may be terminated and the transactions contemplated hereby herein may be abandoned at any time before notwithstanding approval thereof by the Sellers, at any time prior to the Closing: (a) By the mutual written consent of the parties;Purchaser and the Company; or (b) By Purchaserthe Company on or after the Termination Date if any of the conditions provided for in Article 5 of this Agreement have not been reasonably satisfied or waived in writing by the Company prior to such date (unless the failure results primarily from a breach by the Company of any representation, upon warranty or covenant contained in this Agreement); or (c) By the Purchaser on or after the Termination Date if any of the conditions provided for in Article 5 of this Agreement have not been reasonably satisfied or waived in writing by the Purchaser prior to such date (unless the failure results primarily from a breach by the Purchaser of any representation, warranty or covenant contained in this Agreement); or (d) By the Company if there has been a material breach of any representation, warranty, covenant or agreement which remains uncured for 30 days after written notice thereof on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;; or (ce) By Seller, upon the Purchaser if there has been a material breach of any representation, warranty, covenant or agreement which remains uncured for 30 days after written notice thereof on the part of the Purchaser set forth in this Agreement, ; or, (f) By either party if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have any other governmental authority has issued an order, decree or ruling or taken any other action (which orderpermanently enjoining, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins restraining or otherwise prohibits prohibiting the transactions contemplated hereby and such order, decree, ruling or other action has become final and non-appealable. In the event of termination and abandonment pursuant to Section 9.14, written notice thereof will forthwith be given to the other party or parties, and the transactions contemplated herein will be abandoned, without further action by this Agreementany party hereto.

Methods of Termination. This Agreement may be terminated and in any one of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By at any time on or before the Closing Date by the mutual written consent in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VIII of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt met by the party Seller or waived in breach of a notice from writing by the non-breaching party setting forth in detail the nature of such breachPurchaser; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Closing Date by the Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article IX of this Agreement shall not have been met by the Purchaser or waived in writing by the Seller, (d) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other shall have been in breach of any representation or warranty in any material respect (as if such representation or warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein and such breach shall, if capable of cure, has not have been cured within ten by the earlier of thirty (1030) calendar days after receipt the giving of notice to the breaching party of such breach or the Closing Date; (e) by either the Seller or the Purchaser in writing at any time after any of the regulatory approvals has been denied; provided, however, that termination by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breachSeller pursuant to this provision shall be subject to Section 5.4 hereof; and (df) By any party by either the Seller or the Purchaser in writing if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by hereby are not consummated on or before October 31, 2007, in which case this AgreementAgreement shall be null and void, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesAII and AHI; (b) b. By PurchaserAHI, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller AII set forth in this Agreement, or if any representation or warranty of the Company or Seller AII shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "AII Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerAII, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser AHI set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser AHI shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (an "AHI Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either AHI or AII, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either AII or AHI, if the Closing shall not have been consummated as a result of AHI or AII having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either AII or AHI if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of Li and the partiesCompany; (b) b. By Purchaserthe Company or Yili US, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Li set forth in this Agreement, or if any representation or warranty of the Company or Seller Li shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "Li Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerLi, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser the Company or Yili US set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Company or Yili US shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Company Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either the Company or Li, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either Li or the Company, if the Closing shall not have been consummated as a result of the Company or Li having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Li or the Company if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the ClosingClosing Only: (a) i. By the mutual written consent of the partiesStarpoint, and CAWC; (b) ii. By PurchaserCAWC, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this AgreementStarpoint, or if any representation or warranty of the Company or Seller Starpoint shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfiedsatisfied (a "Starpoint Breach"), and such breach shallbreach, if capable of cure, has not been cured within ten Thirty (1030) days after receipt by the party Party in breach of a notice from the non-breaching party Party setting forth in detail the nature of such breach; (c) iii. By SellerStarpoint, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser CAWC set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser CAWC shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "CAWC Breach"), and such breach shall, if capable of cure, not have been cured within ten Thirty (1030) days after receipt by the party Party in breach of a written notice from the non-breaching party Party setting forth in detail the nature of such breach; iv. By either CAWC or Starpoint, if the Closing shall not have consummated before Ninety (90) days after the date hereof; andprovided, however, that this Agreement may be extended by written consent of both Starpoint and CAWC, if the Closing shall not have been consummated as a result of CAWC or Starpoint having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement. (d) v. By any party either Starpoint or CAWC if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties Parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may following ways: (1) by either Purchaser or Seller, in writing five (5) days in advance of such termination, if the Closing has not occurred by August 31, 2002 (provided that no party shall be abandoned permitted to terminate this Agreement hereunder if the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party); (2) at any time before on or prior to the Closing: (a) By Effective Time by the mutual written consent in writing of the partiesSeller and Purchaser; (b3) By Purchaser, upon as a material result of any breach of any representation, warranty, warranty or covenant or agreement on the part of the Company or Seller set forth in this Agreementother party contained herein if (i) the terminating party has given notice of such breach and such breach is not, or if any representation is not capable of being, cured within thirty (30) days after such notice and (ii) such breach, individually or warranty of in the Company or Seller shall become untrueaggregate with all other such breaches, in either case such that any of would cause the conditions closing condition set forth in Section 3.3 hereof would 9.1 or Section 9.2, in the case of a termination by Purchaser, or in Section 10.1 or Section 10.2, in the case of a termination by Seller, not to be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c4) By Seller(i) any Regulatory Approval shall have been denied by final, upon a material breach nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any representation, warranty, covenant application therefor or agreement on the part of Purchaser set forth in this Agreement, or, if (ii) any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an orderinjunction, decree or ruling other order issued by any Governmental Authority or taken any other action (which order, decree legal restraint or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits prohibition preventing consummation of the transactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and such injunction, decree or other order shall be final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit Purchaser to terminate the Agreement pursuant to this clause if such order, prohibition or restraint could be removed by complying with the provisions of Section 8.2; or (5) by Seller if the Huntington Agreement is terminated and the Huntington Branches are not transferred to Seller pursuant to the terms of the Huntington Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby herein may be abandoned at any time before prior to the ClosingClosing as follows: (a) By the by mutual written consent agreement of the partiesSeller and the Buyer; (b) By Purchaserby either the Seller or the Buyer in the event the Closing shall not have occurred on or before August 31, upon 2001 or such later date to which the Closing may be extended pursuant to Section 4.1(b) (the "OUTSIDE TERMINATION DATE"), if the failure to consummate the transactions contemplated hereby on or before such date is not caused by any material breach of any covenant or other agreement in this Agreement by the party (or any Affiliate thereof) electing to terminate pursuant to this Section 12.1; (c) by either the Seller or the Buyer, if any court or other governmental entity of competent jurisdiction shall have issued or entered an order, writ, injunction or decree which shall have the effect of prohibiting or making illegal the transactions contemplated by this Agreement and such order, writ, injunction or decree shall have become final and non-appealable; (d) by either the Seller or the Buyer, if there shall have occurred a material breach of any representation, warranty, covenant or agreement on contained in this Agreement that would give rise to the part failure of the Company conditions to the obligations of such party or Seller parties set forth in this AgreementArticle IX or Article X, or if any representation or warranty of as the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfiedmay be, and such breach shall, if is (i) not capable of cure, being cured prior to the Closing or (ii) is capable of being cured prior to the Closing but the breaching party has not been cured within ten (10) failed to take any action to cure such breach for a period of 30 consecutive days after receipt by the party in receiving notice of such breach of a notice from the non-breaching party setting forth or parties; provided, however, that the Buyer or the Seller shall only be entitled to terminate this Agreement pursuant to this Section 12.1(d) if such party (or any Affiliate thereof) is not in detail breach in any material respect in the nature performance of such breach;its obligations under this Agreement; or (ce) By Sellerby either party if one or more Identified Environmental Conditions individually or in the aggregate would reasonably be expected to exceed $100,000,000 in costs, upon a material breach of any representation, warranty, covenant liabilities and expenses to the owner or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any operator of the conditions set forth in Section 3.4 hereof would not be satisfiedPremises attributable to compliance, and such breach shallremediation, if capable claims or enforcement under Environmental Laws or as a result of cure, not have been cured within ten (10) days after receipt by the third-party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreementclaims relating thereto.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingas follows: (a) By at any time by the mutual written consent of the partiesPurchaser and the Sellers; (b) By Purchaser, upon a material breach of by the Purchaser in writing at any representation, warranty, covenant or agreement on the part of the Company or Seller set forth time that it determines in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such good faith that any of the conditions set forth in Section 3.3 hereof would Article XII of this Agreement will not be satisfiedmet by April 30, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach2005; (c) By Seller, upon a material breach of by the Sellers in writing at any representation, warranty, covenant or agreement on the part of Purchaser set forth time that it determines in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such good faith that any of the conditions set forth in Section 3.4 hereof would Article XIII of this Agreement will not be satisfiedmet by April 30, 2005; (d) by the Sellers or the Purchaser in writing at any time after any of the regulatory authorities has denied any application of the other party for approval of the transactions contemplated herein; (e) by the Purchaser in writing on or before the Closing Date if as a result of its due diligence review or its review of the exhibits and schedules to be provided by Sellers pursuant to this Agreement and attached hereto, it discovers a fact, circumstance or valuation issue that makes it inadvisable in Purchaser's sole discretion for Purchaser to proceed with the transaction contemplated hereby; (f) by the Purchaser or the Sellers if the Closing shall not have occurred on or prior to April 30, 2005, unless the failure of such occurrence is due to the failure of the party seeking termination failing to perform or observe any of its agreements and conditions set forth herein. (g) any time on or prior to the Closing Date, by Purchaser or Sellers in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction breach or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementClosing Date.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Sellers set forth in this Agreement, or if any representation or warranty of the Company or Seller Sellers shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerSellers, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may following ways: (1) by either Purchaser or Sellers, in writing five (5) days in advance of such termination, if the Closing has not occurred by June 30, 2002 (provided that no party shall be abandoned permitted to terminate this Agreement hereunder if the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party); (2) at any time before on or prior to the Closing: (a) By Effective Time by the mutual written consent in writing of the partiesHuntington and Purchaser; (b3) By Purchaser, upon as a material result of any breach of any representation, warranty, warranty or covenant or agreement on the part of the Company or Seller set forth in this Agreementother party contained herein if (i) the terminating party has given notice of such breach and such breach is not, or if any representation is not capable of being, cured within thirty (30) days after such notice and (ii) such breach, individually or warranty of in the Company or Seller shall become untrueaggregate with all other such breaches, in either case such that any of would cause the conditions closing condition set forth in Section 3.3 hereof would 9.1 or Section 9.2, in the case of a termination by Purchaser, or in Section 10.1 or Section 10.2, in the case of a termination by Sellers, not to be satisfied; or (4) (i) any Regulatory Approval shall have been denied by final, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature nonappealable action of such breach; (c) By SellerGovernmental Authority, upon a material breach or such Governmental Authority shall have requested permanent withdrawal of any representation, warranty, covenant application therefor or agreement on the part of Purchaser set forth in this Agreement, or, if (ii) any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an orderinjunction, decree or ruling other order issued by any Governmental Authority or taken any other action (which order, decree legal restraint or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits prohibition preventing consummation of the transactions contemplated by this AgreementAgreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and such injunction, decree or other order shall be final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit Purchaser to terminate the Agreement pursuant to this clause if such order, prohibition or restraint could be removed by complying with the provisions of Section 8.2.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, BLES upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Apple Green Shareholder set forth in this Agreement, or if any representation or warranty of the Company or Seller Apple Green and Apple Green Shareholder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerApple Green Shareholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser BLES set forth in this Agreement, or, if any representation or warranty of Purchaser BLES and the shareholders of Purchaser BLES shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before June 30, 1996 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten (10) 30 days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the 51 approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the partiesWOD and DEAC; (b) By PurchaserDEAC, upon on a material breach on the part of WOD of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller WOD shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfiedsatisfied (a "WOD Breach"), and such breach shallbreach, if capable of cure, has not been cured within ten twenty (1020) business days after receipt by the party in breach WOD of a written notice from the non-breaching party DEAC setting forth in detail the nature of such breachWOD Breach; (c) By SellerWOD, upon a material breach on the part of DEAC of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser DEAC shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "DEAC Breach"), and such breach shallbreach, if capable of cure, has not have been cured within ten twenty (1020) business days after receipt by the party in breach DEAC of a written notice from the non-breaching party WOD setting forth in detail the nature of such breach; andDEAC Breach; (d) By either DEAC or WOD, if the Second Closing shall not have consummated before October 1, 2016, or if after the Second Closing, the Third Closing shall not have consummated before December 31, 2016; provided, however, that this Agreement may be extended by written notice of either WOD or DEAC if the Second Closing or Third Closing shall not have been consummated as a result of WOD or DEAC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; (e) By either WOD or DEAC if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (f) By either WOD or DEAC if the other party breaches any of its covenants in Section 4.3 hereof in any material respect; OR (g) By either WOD if DEAC Material Adverse Effect occurs following the date hereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesGreen, Green Shareholders, and Discovery; (b) b. By PurchaserDiscovery, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company Green or Seller Green Shareholders set forth in this Agreement, or if any representation or warranty of Green or the Company or Seller Green Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "Green Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerGreen, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Discovery set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Discovery shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Discovery Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach.; d. By either Discovery or Green, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either Green or Discovery, if the Closing shall not have been consummated as a result of Discovery or Green having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Green or Discovery if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, CMG upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Good Gaming Shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller Good Gaming and Good Gaming Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerGood Gaming Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser CMG set forth in this Agreement, or, if any representation or warranty of Purchaser CMG and the shareholders of Purchaser CMG shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Subject to Section 7 hereof, this Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before the Closingtime: (a) By the by mutual written consent of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant by either party if the other party has materially breached or agreement on the part of the Company or Seller set forth in defaulted with respect to its respective obligations under this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, Agreement and such breaching party is unable to cure such breach shall, if capable of cure, has not been cured within ten thirty (1030) days after receipt by the party in breach of a receiving written notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party Sellers if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement are not consummated on or before the Closing Date due to the willful breach or default by the Purchasers; PROVIDED that if the Sellers have materially breached or defaulted with respect to their respective obligations under this Agreement on or before such date, the Sellers may not terminate this Agreement pursuant to this Section 9.1(c); (d) by the Purchasers if the transactions contemplated by this Agreement are not consummated on or before the Closing Date due to the willful breach or default by the Sellers; PROVIDED that if the Purchasers have materially breached or defaulted with respect to their respective obligations under this Agreement on or before such date, the Purchasers may not terminate this Agreement pursuant to this Section 9.1(d); (e) by the Purchaser if as of the Closing Date any of the conditions specified in Article V hereof have not been satisfied in any material respect or if the Seller is otherwise in default in any material respect under this Agreement; or (f) by the Seller if, as of the Closing Date, any of the conditions specified in Article VI hereof have not been satisfied in any material respect or if the Purchaser is otherwise in default in any material respect under this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before March 31, 2000 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten thirty (1030) calendar days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) calendar days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesCrystal, G2 and Dynamic; (b) b. By PurchaserG2, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company Crystal or Seller Dynamic set forth in this Agreement, or if any representation or warranty of the Company Dynamic or Seller Crystal shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "Dynamic Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerDynamic, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser G2 set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser G2 shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "G2 Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either G2 or Dynamic, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either G2 or Dynamic, if the Closing shall not have been consummated as a result of G2 or Dynamic having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Dynamic or G2 if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article V of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachSeller; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Purchaser set forth in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would Article VI of this Agreement shall not be satisfiedhave been satisfied or waived in writing by the Purchaser; (d) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of (10i) fifteen (15) days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach, or (ii) the Closing Date; andprovided, however, that neither party hereto may terminate this Agreement on account of its own breach hereof; (de) By by either the Seller or the Purchaser in writing at any party if a court time after any of competent jurisdiction the regulatory authorities has denied any application, notice or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling request of the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement that is unacceptable to either party; or (f) by this Agreementeither the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before September 30, 2002, unless extended by a written agreement by the Seller and Purchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before March 31, 1996 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten (10) 30 days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before prior to the Closing:Initial Closing (but not thereafter): (a) By the by mutual written consent of the partiesparties hereto; (b) By Purchaserby Sellers or Purchasers (i) thirty (30) days after the date upon which any request or application for a required regulatory approval, upon authorization, consent or order from any federal or state banking or other regulatory authority or agency necessary for both the transactions contemplated hereby and the transactions contemplated by the Fleet Sale Agreement shall have been denied, unless within the thirty (30) day period following such denial a petition for rehearing or an amended application has been filed with such governmental regulatory authority or agency; PROVIDED, HOWEVER, that no party shall have the right to terminate this Agreement pursuant to this SECTION 11.1(b) if such denial shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respects the covenants and agreements of such party set forth herein, or (ii) if any federal or state banking or other regulatory authority or agency, or court of competent jurisdiction, shall have issued a final and non-appealable order, injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby; (c) by Sellers or Purchasers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untruecontained herein), in either case such that any the event of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach by the other party of any representation, warranty, covenant or other agreement on the part of Purchaser set forth in this Agreementcontained herein, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would which breach is not be satisfied, and such breach shall, if capable of cure, not have been cured within ten after thirty (1030) days after receipt by written notice thereof is given to the party in breach of a written notice from the non-breaching party setting forth in detail the nature of committing such breach; and; (d) By by Sellers or Purchasers for any party reason or no reason if a court of competent jurisdiction the Initial Closing has not occurred on or governmentalbefore June 30, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action 2001. (which order, decree or ruling the parties hereto shall use its best efforts e) by Purchasers pursuant to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementSECTION 7.9 hereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, Telstar upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Agricorp Holders set forth in this Agreement, or if any representation or warranty of Agricorp or the Company or Seller Agricorp Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Sellerthe Agricorp Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Telstar set forth in this Agreement, or, if any representation or warranty of Purchaser Telstar and the shareholders of Purchaser Telstar Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before February 11, 2011; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by Seller if the mutual written consent of Closing has not occurred on or before the parties; (b) By Purchaser180th day following the date hereof, upon a provided that Seller is not then in material breach of any representation, warranty, covenant or other agreement contained herein; (b) at any time on or prior to the part Effective Time by the mutual consent in writing of the Company or Seller set forth Purchaser and Seller; (c) by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VIII of this Agreement shall not be satisfiedhave been met by Seller or waived in writing by Purchaser prior to the date fixed for Closing, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party provided that Purchaser's failure to perform an obligation in breach of a notice from its obligations under this Agreement was not the non-breaching party setting forth in detail the nature of cause of, or resulted in, Seller's failure to fulfill any such breachcondition; (cd) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article IX of this Agreement shall not have been met by Purchaser or waived in writing by Seller prior to the date fixed for Closing, provided that Seller's failure to perform an obligation in breach of its obligations under this Agreement was not the cause of, or resulted in, Purchaser's failure to fulfill any such condition; (e) any time prior to the Effective Time, by Seller or Purchaser in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 15 calendar days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breachbreach or the Effective Time; andor (df) By by Seller or Purchaser in writing at any party if time after any applicable regulatory authority has denied approval of any application for a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementRegulatory Approval.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesELEVATED THRONE SHAREHOLDERS, ELEVATED THRONE and Green Planet; (b) b. By PurchaserGreen Planet, upon a material breach of any representation, warranty, covenant or agreement on the part of ELEVATED THRONE or the Company or Seller ELEVATED THRONE SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of ELEVATED THRONE or the Company or Seller ELEVATED THRONE SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "ELEVATED THRONE Breach" ), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerELEVATED THRONE, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Green Planet set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser GREEN PLANET shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Green Planet Breach" ), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either Green Planet or ELEVATED THRONE, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either ELEVATED THRONE or Green Planet, if the Closing shall not have been consummated as a result of GREEN PLANET or ELEVATED THRONE having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either ELEVATED THRONE or Green Planet if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.