Common use of Methods of Termination Clause in Contracts

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 days in advance of such termination, if the Closing has not occurred by September 1, 1999; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or 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 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 has not been cured by the earlier of 30 days after the giving of notice to the breaching party of such breach or the Effective Time. (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1December 31, 19992004; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 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 date of this Agreement as provided in that Section; or (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Seller or Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1May 31, 19991998; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser Seller and SellerPurchaser; (c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser Seller or waived in writing by Seller Purchaser within 15 31 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, ; (d) by Seller in writing if the conditions set forth in Article IX of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 31 calendar days following the date of all approvals by regulatory agencies and in no event later than September 1, 1999after all statutory waiting periods have expired; (e) at any time on or prior to the Effective Time, by Seller or Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 Section 7.3 hereof, 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 date of this Agreement as provided in that Section; (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding ; or (excluding any third-party protests that do not name g) by either Seller or affect Seller's operations) that seeks Purchaser, in writing five calendar days in advance of such termination, if the Barnxxx Xxxnsaction is terminated prior to delay, limit or prohibit the transactions contemplated hereincompletion.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1January 31, 19992002; (b) by either Purchaser or Seller, in writing five calendar days in advance of such termination, if all approvals by regulatory agencies have been received and all statutory waiting periods have expired on or before December 31, 2001 and the Closing has not occurred by December 31, 2001; (c) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (cd) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (de) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (ef) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 Section 6.4 hereof, so long as such breach by Purchaser was not caused in whole or in part 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 date of this Agreement as provided in that Section; (fg) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or ; or (h) in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated hereinaccordance with Section 1.10 hereof.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Seller or Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1May 31, 19991998; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser Seller and SellerPurchaser; (c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser Seller or waived in writing by Seller Purchaser within 15 31 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, ; (d) by Seller in writing if the conditions set forth in Article IX of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 31 calendar days following the date of all approvals by regulatory agencies and in no event later than September 1, 1999after all statutory waiting periods have expired; (e) at any time on or anytime prior to the Effective Time, by Seller or Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 Section 7.3 hereof, 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 date of this Agreement as provided in that Section; (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding ; or (excluding any third-party protests that do not name g) by either Seller or affect Seller's operations) that seeks Purchaser, in writing five calendar days in advance of such termination, if the Barnxxx Xxxnsaction is terminated prior to delay, limit or prohibit the transactions contemplated hereincompletion.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1December 31, 19992007; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 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 date of this Agreement as provided in that Section; or (f) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, and all applicable appeals have been exhausted or the time for filing such appeals shall have expired. (g) by Purchaser in the event of any actionwriting, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.as expressly provided for in Section 1.10;

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser Huntington or SellerNationsBank, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1June 30, 19991998; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser Huntington and SellerNationsBank; (c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller Huntington in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser NationsBank or waived in writing by Seller within 15 days following Huntington prior to the date fixed for Closing; (d) by NationsBank in writing if the conditions set forth in Article IX of all approvals this Agreement shall not have been met by regulatory agencies and after all statutory waiting periods have expired, and Huntington or waived in no event later than September 1, 1999writing by NationsBank prior to the date fixed for Closing; (e) at any time on or prior to the Effective Time, by Purchaser NationsBank or Seller Huntington in writing, 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 has not been cured by the earlier of 30 calendar days after 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 Section 7.3 hereof, so long as such breach by Purchasers was not caused by any action or inaction of Sellers, and NationsBank may terminate this Agreement immediately if regulatory applications are not filed within 30 calendar days after the date of this Agreement as provided in that Section; (f) by Seller NationsBank in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser Purchasers for approval of the transactions contemplated herein; or (g) by either Huntington or NationsBank, or in writing five calendar days in advance of such termination, if the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks Barnxxx Xxxnsaction is terminated prior to delay, limit or prohibit the transactions contemplated hereincompletion.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser Peoples or SellerAdvantage, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1, 1999the nine-month anniversary of the date of this Agreement; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser Advantage and SellerPeoples; (c) by Purchaser Advantage in writing if the conditions set forth in Article VII IX of this Agreement shall not have been met by Seller Peoples or waived in writing by Purchaser within 15 days following Advantage prior to the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999Closing Date; (d) by Seller Peoples in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser Advantage or waived in writing by Seller within 15 days following Peoples prior to the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999Closing Date; (e) at any time on or prior to the Effective Time, by Purchaser Peoples or Seller Advantage in writing, 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 has not been cured by the earlier of 30 calendar days after 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 Section 7.3 hereof, so long as such breach by Peoples was not caused by any action or inaction of Advantage, and Advantage may terminate this Agreement immediately if regulatory applications are not filed within 30 calendar days after the date of this Agreement as provided in that section; or (f) by Seller Advantage in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser Peoples for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated prior to Closing in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 124, 19992004; (b) by either Purchaser or Seller, in writing five calendar days in advance of such termination, if all Regulatory Approvals have been received and all statutory waiting periods have expired and the Closing has not occurred within ninety (90) days after such Regulatory Approvals have been received and statutory waiting periods have expired; (c) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (cd) by Purchaser in writing if (i) it is June 25, 2004 or later and (ii) the conditions set forth in Article VII of this Agreement shall were not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies Regulatory Approvals and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (de) by Seller in writing if (i) it is June 25, 2004 or later and (ii) the conditions set forth in Article VIII of this Agreement shall were not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies Regulatory Approvals and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (ef) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 Section 6.3 hereof, so long as such breach by Purchaser was not caused in whole or in part by any action or inaction of Seller, and Seller may terminate this Agreement immediately if regulatory applications are not filed within fifteen (15) calendar days after the date of this Agreement as provided in that Section; or (fg) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1March 31, 19992005; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 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 date of this Agreement as provided in that Section; or (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 writing, five (5) calendar days in advance of such termination, if the Closing has not occurred by September 1February 28, 19992001; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser Purchaser, in writing writing, if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 thirty-one (31) business days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller Seller, in writing writing, if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 thirty-one (31) business days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller Seller, in writing, if the other party 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 has not been cured by the earlier of 30 thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time.date specified in (c) and (d) above; provided, however, that there shall be no cure period in connection with any breach of Section 6.3 hereof, 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 thirty (30) calendar days after the date of this Agreement as provided in that Section; (f) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or ; or (g) in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated hereinaccordance with Section 1.10 hereof.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 days in advance of such termination, if the Closing has not occurred by September 1February 13, 19991998; (b) at any time on or prior to the Effective Time Date by the mutual consent in writing of Purchaser and Seller; (c) on the Effective Date, by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999Purchaser; (d) on the Effective Date, by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999Seller; (e) at any time on or prior to the Effective TimeDate, by Purchaser or Seller in writing, writing if the other shall have been in breach of any representation and or warranty in any material respect (as if such representation and 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, undertaking or obligation contained herein, and such breach has not been cured by the earlier of 30 days after the giving of notice to the breaching party of such breach or the Effective Time.Date; provided, however, that there shall be no cure period in connection with any breach of Section 6.3 hereof, 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 days after the date of this Agreement as provided in that Section; (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or ; or (g) in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated hereinaccordance with Section 1.5 hereof.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1December 31, 19992003; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 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 date of this Agreement as provided in that Section; or (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1, 1999March 31,1998; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 31 calendar days following the date of all approvals by regulatory agencies and after alter all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 31 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 (x) Section 6.3 hereof, 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 date of this Agreement as provided in that Section or (y) Section 6.7(a); (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, or ; or (g) in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated hereinaccordance with Section 1.10 hereof.;

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1, 1999the date set forth in the last sentence of Section 2.1 hereof; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 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 the period provided in that Section; or (f) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, and all applicable appeals have been exhausted or the time for filing such appeals shall have expired. (g) With respect to any Title Defect, Environmental Issue or Inspection Issue, only as expressly provided in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.Section 1.10(d);

Methods of Termination. This Agreement may be terminated in any one of the following ways: (a) by either Purchaser or Seller, in writing 5 days in advance of such termination, if the Closing has not occurred by September 1, 1999; (b) i. at any time on or prior to before the Effective Time Closing Date by the mutual consent in writing of Purchaser and Seller; (c) ii. by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall have not have been met by Seller or waived in writing by Purchaser before the date required by this Agreement; 62 iii. by Seller in writing if the conditions set forth in Article IX of this Agreement have not been met or waived in writing by Seller within 15 days following before the date of all approvals required by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999;this Agreement; 63 (e) i. at any time on or prior to before the Effective Time, Closing Date by Purchaser or Seller in writing, writing if the other shall have been in breach of has breached any representation and or warranty in any material respect (as if such representation and 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 breached any covenant, undertaking or obligation contained herein, and such breach (if curable) has not been cured by the earlier of 30 calendar days after the giving of notice to the breaching party of such breach or the Effective Time.Closing Date; (f) ii. by either Seller or Purchaser in writing at any time after any applicable regulatory authority of the Regulatory Approvals has been denied and is not appealable or Purchaser has not sought such appeal in a timely manner; and iii. by final action any application of either Seller or Purchaser for approval of in writing if the transactions contemplated hereinhereby are not consummated on or before 180 days from the closing date of the Merger or a. April 30, 2021, in which case this Agreement will 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 in the event observe any of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated its agreements and conditions set forth herein.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 five calendar days in advance of such termination, if the Closing has not occurred by September 1June 30, 19992008; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 calendar days after 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 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 date of this Agreement as provided in that Section; or (f) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied by final action approval of any application of Purchaser for approval of the transactions contemplated herein, and all applicable appeals have been exhausted or the time for filing such appeals shall have expired. (g) by Purchaser in the event of any actionwriting, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.as expressly provided for in Section 1.10;

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, in writing 5 days in advance of such termination, if the Closing has not occurred by September 1June 30, 19991996; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller; (c) by Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1June 30, 19991996; (d) by Seller in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1June 30, 19991996; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, 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 has not been cured by the earlier of 30 days after 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 Section 6.3 hereof, so long as any 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 days after the date of this Agreement as provided in that Section; (f) by Seller in writing at any time after any applicable regulatory authority has denied by final action any application of Purchaser for approval of the transactions contemplated herein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.