Common use of Methods of Termination Clause in Contracts

Methods of Termination. This Agreement may be terminated at any time: (a) by mutual consent of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorp, if the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by the mutual consent written agreement of Parent the Selling Parties and BancorpBuyer; (b) by (i) Parent or (ii) Bancorpwritten notice from Selling Parties to the Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing has not occurred on or before March 1set forth in Section 7.3(c) or, 2007 (if Buyer elects to provide an Equity Portion of the “Termination Date”Purchase Price in accordance with Section 1.3, Section 7.3(e); provided that provided, if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such dateBreach is curable through the exercise of commercially reasonable efforts, such Party then the Selling Parties may not only terminate this Agreement if such Breach is not cured by Buyer or Vanguard, as applicable, within thirty (30) days after the receipt by the Selling Parties or Buyer, as the case may be, of a Notification provided pursuant to this Section 10.1(b)6.6 specifying with particularity such Breach; provided, and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, howeverthat any right of Buyer or Vanguard, that if as applicable, to cure a Breach will terminate on the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpOutside Date; (c) by Parent, prior written notice from Selling Parties to the Termination Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing set forth in Section 7.3(b) or, if Buyer elects to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, Section 7.3(d); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then Selling Parties may only terminate this Agreement if such Breach is not cured by Buyer or Vanguard, as applicable, within thirty (30) days after the receipt by Buyer or Vanguard, as applicable, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of Buyer or Vanguard, as applicable, to cure a Breach will terminate on the Outside Date; (d) by written notice from Buyer to the Selling Parties specifying with particularity the applicable Breach, if the Selling Parties have committed a Breach, and such Breach would result in the failure of the condition to Closing set forth in Section 7.2(e); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then Buyer may only terminate this Agreement if such Breach is not cured within thirty (30) days after the receipt by the Buyer or the Selling Parties, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of Selling Parties to cure a Breach will terminate on the Outside Date; (e) by written notice from Buyer to the Selling Parties specifying with particularity the applicable Breach, if the Selling Parties have committed a Breach, and such Breach would result in the failure of the condition to Closing set forth in Section 7.2(d); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then the Buyer may only terminate this Agreement if such Breach is not cured by the Selling Parties within thirty (30) days after the receipt by the Selling Parties or Buyer, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of the Selling Parties to cure a Breach will terminate on the Outside Date; (f) by written notice from either the Selling Parties or Buyer to the other Party, if any condition to the terminating Party’s obligation to proceed with the Closing is not satisfied on or before February 1, 2011 (the “Outside Date”), or if satisfied prior thereto, does not remain satisfied on the Closing Date, if (i) any and non-satisfaction of such condition was not the result of the conditions specified other Party’s Breach, provided that no Party whose Breach has resulted in Article 7 hereof becomes incapable of a condition to such Party’s obligation to proceed with Closing not being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that will have the right to terminate this Agreement under this Section 10.1(c8.1(f); (g) shall not be available by written notice from Buyer to Parent the Selling Parties, if after the nonfulfillment date of the conditions to Parent’s obligation to close set forth in Article 7 results this Agreement a Material Adverse Effect has occurred and is continuing; (h) by written notice from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior Selling Parties to the Termination DateBuyer, if (i) Buyer elects for there to be an Equity Portion of the Purchase Price in accordance with Section 1.3 and (ii) after the date of this Agreement, a Vanguard Material Adverse Effect has occurred and is continuing; and (i) by written notice from Buyer to the Selling Parties upon the occurrence of any of the conditions specified following actions by ENP GP or the Partnership Entities, unless Buyer consents in Article 8 hereof becomes incapable writing (which consent shall not be unreasonably withheld) within twenty Business Days from the receipt of being satisfied written notice from the Selling Parties of the intent of ENP GP or the Partnership Entities to effect such event: (i) the issuance, delivery, sale, pledge or disposition of any (A) equity securities or partnership units of any class, (B) debt securities having the right to vote on any matters on which holders of capital stock or members or partners of the same issuer may vote or (C) securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such securities; (ii) ifthe creation, after notice incurrence, guarantee or assumption any new indebtedness for borrowed money in excess of $10,000,000 in the aggregate; (iii) the acquisition of any material properties or assets in excess of $5,000,000 in the aggregate; (iv) the redemption, retirement, purchase or other acquisition, directly or indirectly, of the equity interests of the Partnership or declaration, setting aside or payment of distributions other than regular quarterly cash distributions by the Partnership (with such amounts determined using the same methodology as recent quarterly distributions); (v) the making of any capital expenditures in excess of $5,000,000 in addition to the amounts of capital expenditures that were included in the 2010 budget delivered to Buyer; (vi) the entering into of any leases of real property, other than renewals of existing leases in the ordinary course of business, the net present value (calculated at the weighted average interest rate on the Partnership’s indebtedness) of which exceeds $5,000,000; and (vii) the sale of any assets with proceeds to ENP GP or the Partnership Entities in excess of $5,000,000 in the aggregate, except in the ordinary course of business and twenty (20) days opportunity consistent with past practice. During the pendency of any such action, the Selling Parties agree to cure, Parent is otherwise in material default under this Agreement or if use commercially reasonable efforts to keep Buyer reasonably informed as to the progress of such material default is incapable action. Any of being cured; provided the foregoing actions that the right are consented to terminate this Agreement under by Buyer pursuant to this Section 10.1(d8.1(i) shall not be available the basis for Buyer to Bancorp if the nonfulfillment assert either that Selling Parties have committed a Breach for any purpose under this Agreement, or that any condition to Closing would fail or has failed as a result of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinsuch action.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime prior to the Closing: (ai) by mutual consent of Parent the Seller Representative and BancorpPurchaser; (bii) by either Purchaser or the Seller Representative if there shall have been entered a final, nonappealable order or injunction of any governmental authority restraining or prohibiting the consummation of the transactions contemplated hereby or any material part thereof; (iiii) Parent by the Purchaser if the Sellers or the Company is in material breach of any material representation, warranty, covenant or agreement herein contained and such breach shall not be cured within fifteen days of the date of notice of default served by the Purchaser; provided, that Purchaser shall not have the right to terminate pursuant to this provision if Purchaser is in material breach of any representation, warranty, covenant or agreement herein contained at the time such notice of default is served; (iiiv) Bancorpby the Seller Representative if the Purchaser is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within fifteen days of the date of notice of default served by the Seller Representative; provided, that the Seller Representative shall not have the right to terminate pursuant to this provision if the Sellers or the Company is in material breach of any representation, warranty, covenant or agreement herein contained at the time such notice of default is served. (v) by either Purchaser or the Seller Representative if the Closing has not occurred on or before March 1December 31, 2007 (the “Termination Date”)1997; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that if the Closing has not occurred by such date solely because applicable waiting periods (and any extensions thereof) under the Termination Date solely as a result of the breach of Parent of its covenant herein with respect HSR Act shall not have expired or otherwise been terminated, no party shall be entitled to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (cpursuant to this Section 7.3(a)(v) by Parentuntil January 31, prior to the Termination Date1998; provided, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to curefurther, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if any party whose breach of this Agreement has been the nonfulfillment cause of, or resulted in, the failure of the conditions Closing to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp occur on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if before such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereindate.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) by mutual consent either Purchaser or Seller, in writing five calendar days in advance of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorpsuch termination, if the Closing has not occurred by December 31, 2011, unless such date is extended in writing by mutual agreement of the parties; (b) at any time on or before March 1, 2007 (prior to the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Effective Time by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpPurchaser and Seller; (c) by Parent, prior to the Termination Date, Purchaser in writing if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from VII (with the breach exception of delivery of items required to be delivered at Closing) of this Agreement shall not have been met by Parent Seller or waived in writing by Purchaser within 30 calendar days following the date of any of its representations, warranties, covenants or obligations contained herein; orall approvals by regulatory agencies and after all statutory waiting periods have expired; (d) by Bancorp on or prior to the Termination Date, Seller in writing if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from 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 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 Bancorp 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 Purchaser or Seller in writing at any time after any applicable regulatory authority has denied approval of any application of its representations, warranties, covenants Purchaser or obligations contained Seller for approval of the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) by mutual consent either Purchaser or Seller, in writing five (5) days in advance of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorpsuch termination, if the Closing has not occurred on or before by March 131, 2007 2003 (the “Termination Date”); provided that no party shall be permitted to terminate this Agreement hereunder if any Party 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; provided, further, the failure of the representations and warranties contained in Section 6.22 to be true and (a) if Seller has breached or defaulted fully complied with respect to its obligations under this Agreement Section 8.6); (b) at any time on or before such date, such Party may not terminate this Agreement pursuant prior to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Effective Time by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpSeller and Purchaser; (c) by ParentPurchaser, prior to the Termination Dateas a result of any breach of any representation, if (i) warranty or covenant of Seller contained herein, which breach would cause any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close condition set forth in Article 7 results from the Sections 9.1 or 9.2 to not be satisfied, if Purchaser has given notice of such breach by Parent and such breach is not, or is not capable of any of its representationsbeing, warranties, covenants or obligations contained herein; orcured within thirty (30) days after such notice; (d) by Bancorp on Seller, as a result of any breach of any representation, warranty or prior covenant of Purchaser contained herein, which breach would cause any condition set forth in Sections 10.1 or 10.2 to not be satisfied, if Seller has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice; (e) by either Purchaser or Seller, if the Termination DateStockholder Approval shall not have been received at the meeting of Parent's stockholders called to act thereon; or (f) by either Purchaser or Seller, if (i1) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (2) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated hereby 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 conditions specified in Article 8 hereof becomes incapable of being satisfied transactions contemplated hereby and such injunction, decree or (ii) if, after notice other order shall be final and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinnonappealable.

Methods of Termination. This Agreement may be terminated at any timeas follows: (a) by mutual consent of Parent Buyer and Bancorpthe Sellers; (b) by (i) Parent or (ii) Bancorp, any party at any time following the Outside Date if all of the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has Closings have not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental AuthorityOutside Date; provided, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parenthowever, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c7.1(b) shall not be available to Parent any party whose breach of any provision of this Agreement shall have caused, or resulted in, the failure of the Closings to have occurred by the Outside Date (for the avoidance of doubt, provided that the Seller have not breached their respective obligations under Section 8.2 (Regulatory and Other Approvals), the failure of the Sellers to obtain any necessary Lender Consents, Contractual Consents or the FCC Approval shall not constitute a breach of this Agreement); (c) by Buyer, upon a breach of any representation and warranty, covenant or agreement of the Sellers set forth in this Agreement, or if any representation and warranty of the nonfulfillment of Sellers set forth in this Agreement shall become untrue, in either case such that the conditions to Parent’s obligation the obligations of Buyer to close consummate each of the Closings set forth in Article 7 results from Section 5.1 would not be satisfied as of the time of such breach or as of the time such representation and warranty shall have become untrue; provided, however, that if such breach or untruth is curable by Parent the Sellers prior to the Outside Date through the exercise of any commercially reasonable efforts, then Buyer may not terminate this Agreement under this Section 7.1(c) prior to ten (10) Business Days following written notice having been provided by Buyer to the Sellers of its representations, warranties, covenants such breach or obligations contained herein; oruntruth (and then only if such breach or untruth has not been cured); (d) by Bancorp on the Sellers, upon a breach of any representation and warranty, covenant or prior to the Termination Date, if (i) any agreement of the conditions specified Buyer set forth in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if any representation and warranty of Buyer set forth in this Agreement shall become untrue, in either case such material default that the conditions to the Sellers’ obligation to consummate each of the Closings set forth in Section 6.1 would not be satisfied as of the time of such breach or as of the time such representation and warranty shall have become untrue; provided, however, that if such breach or untruth is curable by Buyer prior to the Outside Date through the exercise of commercially reasonable efforts, then the Sellers may not terminate this Agreement under this Section 7.1(c) prior to ten (10) Business Days following written notice having been provided by the Sellers to Buyer of such breach or untruth (and then only if such breach or untruth has not been cured); (e) by either Buyer, on the one hand, or the Sellers, on the other hand, if any condition to such party’s obligation to consummate a Closing set forth in Article V or Article VI (as applicable) shall have become incapable of being curedsatisfaction (other than as provided in Sections 7.1(c) and (d)); provided provided, however, that the right to terminate this Agreement under this Section 10.1(d7.1(e) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the any party whose breach by Bancorp of any provision of its representationsthis Agreement shall have caused, warrantiesor resulted in, covenants or obligations contained hereinsuch Closing condition to have become incapable of satisfaction; or (f) by the Sellers pursuant to Section 8.5(a).

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by By the mutual written consent of Parent Shen Kun and BancorpParent; (b) By Parent, upon a material breach on the part of the Shen Kun Companies or the Shen Kun Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of the Shen Kun Companies or any of the Shen Kun Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (a “Shen Kun Breach”), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by the Shen Kun Companies and the Shen Kun Shareholders of a written notice from Parent setting forth in detail the nature of such Shen Kun Breach; (ic) By Shen Kun, upon a material breach on the part of Parent or Acquisition Subsidiary of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of Parent or Acquisition Subsidiary shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (iia “Parent Breach”), and such breach, if capable of cure, has not been cured within ten (10) Bancorpdays after receipt by Parent of a written notice from Shen Kun setting forth in detail the nature of such Parent Breach; (d) By either Parent or Shen Kun, if the Closing has shall not occurred on or have consummated before March 1, 2007 ninety (90) days after the “Termination Date”)date hereof; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that this Agreement may be extended by written notice of either Shen Kun or Parent if the Closing has shall not occurred by the Termination Date solely have been consummated as a result of the breach of Shen Kun Companies or Parent of its covenant herein having failed to receive all required regulatory approvals or consents with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without transaction or as the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any result of the conditions specified entering of an order as described in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice this Agreement; and twenty (20) days opportunity to curefurther provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided however, that the right to terminate this Agreement under this Section 10.1(c9.1(d) shall not be available to Parent if any party whose failure to fulfill any obligations under this Agreement has been the nonfulfillment cause of, or resulted in, the failure of the conditions Closing to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants occur on or obligations contained hereinbefore this date; or (de) By either Shen Kun or Parent 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 Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Prior to the Closing, ---------------------- his Agreement may be terminated at any time: (a) by mutual consent written agreement of Parent the Seller and Bancorpthe Acquiror; (b) by (i) Parent either the Seller or (ii) Bancorp, the Acquiror if the Closing has shall not have occurred on or before March by June 1, 2007 (2007; provided, however, that the “Termination Date”); provided that 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 respects any Party has breached or defaulted with respect to its of their material obligations under this Agreement on or before any Related Agreement results in the failure of the Closing to occur by such datetime; (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 hereunder, such Party breach has not been waived by the non-breaching party, and the breach has not been cured within a period of thirty (30) days 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 which event the non-breaching party may terminate immediately; (e) by the Acquiror, if a Seller Material Adverse Effect shall have occurred since the date of this Agreement; (f) by the Seller, 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 amendments to this Agreement; provided, however, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c12.1(g) by Parent, prior to the Termination Dateexpiration 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 not such breach is based on facts or circumstances in existence as of the date hereof; or (i) any by Acquiror, on or before the earlier of (i) 11:59 p.m. (Eastern Daylight Saving Time) fourteen (14) calendar days following the conditions specified in Article 7 date hereof becomes incapable of being satisfied or (ii) 11:59 p.m. (Eastern Daylight Saving Time) on the fifth (5th) Business Day following the date of Acquiror's inspection of the facilities of ***, located *** (the "Facility Inspection ------------------- Deadline"), if after notice 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 the 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, however, if Acquiror makes the Adverse Determination it shall promptly notify Seller thereof, then upon written request of either party to the other party (i) the parties shall promptly meet (whether in person or teleconference) and twenty discuss in good faith possible resolutions to the Adverse Determination over a period of seven (207) calendar days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right and (ii) Acquiror's ability to terminate this Agreement under pursuant to this Section 10.1(c12.1(i) shall not be available to Parent if extended by a period of seven (7) calendar days following the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinFacility Inspection Deadline.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) at any time on or before the Closing Date by the mutual consent in writing of Parent Seller and BancorpPurchaser; (b) on the Closing Date by (i) Parent or (ii) Bancorp, Purchaser if the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under conditions set forth in Section 6 of this Agreement on shall not have been met by Seller or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, waived in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred writing by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpPurchaser; (c) on the Closing Date by Parent, prior to the Termination Date, Seller if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article Section 7 results from the breach of this Agreement shall not have been met by Parent of any of its representations, warranties, covenants Purchaser or obligations contained herein; orwaived in writing by Seller; (d) by Bancorp at any time on or prior before the Closing Date by Purchaser if Seller 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 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 thirty days after the giving of notice to the Termination breaching party or the Closing Date; (e) at any time on or before the Closing Date by Seller if Purchaser 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 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 thirty days after the giving of notice to the breaching party or the Closing Date; (f) by Seller or Purchaser in writing at any time after any of the regulatory authorities has denied, by final, non-appealable order, any application by Purchaser for approval of the transactions contemplated hereby; (g) by Purchaser in writing at any time after 60 days from the date hereof, if by that date the landlord on the Lease shall not have consented in writing to the assignment to, and assumption by, Purchaser of the Lease under the current terms and conditions applicable to Seller; (h) by Purchaser or Seller in writing if the transactions contemplated hereby are not consummated on or before October 15, 1997, provided that if consummation of the transaction is postponed beyond this date solely due to failure to receive regulatory approvals, Purchaser or Seller may extend this date to December 1, 1997 by notice to the other; (i) any of by Seller if Century Bancshares, Inc., the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) ifbank holding company for Purchaser, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if have filed on or before August 20, 1997 with the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any Securities and Exchange Commission a registration statement covering shares of its representations, warranties, covenants or obligations contained herein.common stock; and

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by the mutual written consent of Parent Seller and BancorpBuyer; (b) by Buyer, if (i) Parent Seller fails to comply in any material respect with any of its covenants or agreements contained herein or (ii) Bancorpany of the representations and warranties of Seller is definitively determined to be breached or is definitively determined to be inaccurate in any material way; (c) by Seller, if (i) Buyer fails to comply in any material respect with any of its covenants or agreements contained herein or (ii) any of the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has representations and warranties of Buyer is definitively determined to be breached or defaulted definitively determined to be inaccurate in any material way; (d) by Seller, if it signs a letter of intent or enters into an agreement with respect to a proposal or offer made by a third party relating to the acquisition of any or all of the assets contemplated for sale under the Agreement, which the Board of Directors of Seller has in good faith and under its fiduciary obligations under determined to be superior, from a financial point of view, in comparison to the transactions contemplated by this Agreement; (e) by Seller or Buyer if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission has issued a non-appealable order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto have used their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; provided, however, neither Buyer nor Seller will have a right to terminate this Agreement on for the lack of obtaining Minnesota Public Utilities approval of the transfer of the CLEC Subsidiary shares; or (f) by either Buyer or before such dateSeller if the transactions contemplated hereby have not been consummated by January 31, such Party may not 2000; provided that, neither Buyer nor Seller shall be entitled to terminate this Agreement pursuant to this Section 10.1(b), and each other Party to SECTION 9.1(f) if such party's willful breach (or the willful breach by such party's affiliates) of this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if has prevented the Closing has not occurred by the Termination Date solely as a result consummation of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate transactions contemplated by this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by a. By the mutual written consent of Parent the DK Pharmaceutical Shareholders and BancorpVIRZ; b. By VIRZ, on a material breach on the part of DK Pharmaceutical or the DK Pharmaceutical Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of DK Pharmaceutical or any of the DK Pharmaceutical Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (ba "DK Pharmaceutical Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by DK Pharmaceutical and the DK Pharmaceutical Shareholders of a written notice from VIRZ setting forth in detail the nature of such DK Pharmaceutical Breach; c. By the DK Pharmaceutical Shareholders, upon a material breach on the part of VIRZ of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of VIRZ shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (ia "VIRZ Breach"), and such breach, if capable of cure, has not been cured within ten (10) Parent days after receipt by VIRZ of a written d. notice from DK Pharmaceutical Shareholders setting forth in detail the nature of such VIRZ Breach; e. By either VIRZ or (ii) Bancorpthe DK Pharmaceutical Shareholders, if the Closing has shall not occurred on or have consummated before March 1, 2007 ninety (90) days after the “Termination Date”)date hereof; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that this Agreement may be extended by written notice of either the DK Pharmaceutical Shareholders or VIRZ if the Closing has shall not occurred by the Termination Date solely have been consummated as a result of the breach of Parent of its covenant herein DK Pharmaceutical or VIRZ having failed to receive all required regulatory approvals or consents with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without transaction or as the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any result of the conditions specified entering of an order as described in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice this Agreement; and twenty (20) days opportunity to curefurther provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided however, that the right to terminate this Agreement under this Section 10.1(c8.1(d) shall not be available to Parent if any party whose failure to fulfill any obligations under this Agreement has been the nonfulfillment cause of, or resulted in, the failure of the conditions Closing to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants occur on or obligations contained hereinbefore this date; or f. By either DK Pharmaceutical Shareholders or VIRZ 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 (d) 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 Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Purchase Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime between the Purchase Agreement Signing and the Closing: (a) by the mutual written consent of Parent Sellers and BancorpBuyer; (b) by Buyer, if (i) Parent Sellers fail to comply in any material respect with any of their covenants or agreements contained herein and has failed to cure such failure to comply within fifteen (15) calendar days after it receives notice from Buyer of such breach, or (ii) Bancorp, if any of the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has representations and warranties of Sellers are breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek inaccurate in any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorpmaterial way; (c) by Parent, prior to the Termination DateSellers, if (i) Buyer fails to comply in any material respect with any of the conditions specified in Article 7 hereof becomes incapable its covenants or agreements contained herein and has failed to cure such failure to comply within fifteen (15) calendar days after it receives notice from Sellers of being satisfied such breach, or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment any of the conditions to Parent’s obligation to close set forth representations and warranties of Buyer is breached or inaccurate in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; ormaterial way; (d) by Bancorp on Sellers or prior Buyer if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission has issued a non-appealable order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto have used their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the Termination Datetransactions contemplated by this Purchase Agreement; (e) by either Buyer or Sellers if the transactions contemplated hereby have not been consummated by November 30, if (i) any of the conditions specified 2007 or such other date as mutually agreed to in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being curedwriting by both parties; provided that the right that, neither Buyer nor Seller shall be entitled to terminate this Purchase Agreement under pursuant to this Section 10.1(d9.1(e) shall not be available to Bancorp if such party’s willful breach (or the nonfulfillment willful breach by such party’s Affiliated Parties) of this Purchase Agreement has prevented the consummation of the conditions transactions contemplated by this Purchase Agreement; or (f) by Sellers in the event of receipt of a Superior Proposal upon compliance with the notification provisions to Bancorp’s obligation to close Buyer as set forth in Article 8 results from the breach by Bancorp Section 6.9 of any of its representations, warranties, covenants or obligations contained hereinthis Purchase Agreement.

Methods of Termination. This Agreement may be terminated at any timeand the Contemplated Transactions may be abandoned as follows: (a) by mutual written consent of Parent Seller and BancorpBuyer; (b) by (i) Parent either Seller or (ii) BancorpBuyer, if the Closing has not occurred on or before March 1December 31, 2007 2021 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c9.1(b) shall not be available to Parent Seller if Seller, or to Buyer if Buyer, has failed to fulfill, in all material respects, any of its obligation under this Agreement; and provided further, that the Termination Date shall be automatically extended for an additional three (3) month period if the nonfulfillment Closing has not occurred by the end of the conditions Termination Date due to Parent’s obligation to close the failure of a condition set forth in Article 7 results Section 6.4 or Section 7.4 being met with respect to obtaining the consent, authorization or approval from any Governmental Authority or any third Person; (c) by Buyer, if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Seller contained in this Agreement such that the conditions set forth in Section 6.2 or 6.3 would not be satisfied, and such breach is not capable of being cured or, if capable of being cured, is not cured by Parent Seller by the earlier of the Termination Date and the date that is 30 days following receipt of written notice from Buyer of such breach; provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if Buyer is then in material breach of any of its representations, warranties, covenants or obligations agreements contained herein; orin this Agreement; (d) by Bancorp on or prior to the Termination DateSeller, if (i) there shall have been a breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the conditions specified set forth in Article 8 hereof becomes incapable Section 7.2 or 7.3 would not be satisfied, and such breach is not capable of being satisfied or (ii) ifcured or, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable capable of being cured, is not cured by Buyer by the earlier of the Termination Date and the date that is 30 days following receipt of written notice from Seller of such breach; provided that Seller shall not have the right to terminate this Agreement under pursuant to this Section 10.1(d9.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth Seller is then in Article 8 results from the material breach by Bancorp of any of its representations, warranties, covenants or obligations agreements contained hereinin this Agreement; and (e) by either Seller or Buyer, if any Governmental Authority shall have issued an Order or taken any other action enjoining or otherwise prohibiting the Contemplated Transactions and such Order or other action shall have become final and nonappealable.

Methods of Termination. This Agreement may be terminated and the Transactions may be abandoned at any timetime prior to the Closing: (a) by mutual consent of Parent and Bancorpthe Parties; (b) by any of the Parties at any time after the date that is twelve (i12) Parent or (ii) Bancorp, if months following the Closing has not occurred on or before March 1, 2007 date of execution of this Agreement (the “Termination Date”); provided , if the Closing shall not have occurred and the Party seeking termination is not in material violation or breach of its respective representations, warranties, covenants or obligations contained in this Agreement; (c) by the Buyer by a written notice to the Seller, upon a breach of any representation, warranty, covenant or agreement on the part of the Seller, FilterCo or FilterSub set forth in this Agreement, or if any representation or warranty of the Seller, FilterCo or FilterSub shall have become untrue or inaccurate, in each case, such that if any Party has breached not cured on or defaulted with respect prior to its obligations the Closing Date, the conditions set forth in Article VII would not be satisfied; provided, that if such inaccuracy or breach in the Seller’s, FilterCo’s, or FilterSub’s representations and warranties or the breach by the Seller, FilterCo, or FilterSub is curable, through the exercise of best efforts, within thirty (30) days after receipt of written notice from the Buyer of such breach hereunder, then the Buyer may not terminate this Agreement under this Agreement on Section 10.1(c) prior to the end of such thirty (30)-day period, provided, that the Seller, FilterCo, or before FilterSub, as applicable, continues to exercise best efforts to cure such date, inaccuracy or breach through such Party thirty (30)-day period (it being understood that the Buyer may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that 10.1(c) if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under Buyer shall have materially breached this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the inaccuracy or breach by Parent the Seller, FilterCo, or FilterSub, as applicable, is cured prior to the end of any of its representations, warranties, covenants or obligations contained hereinsuch thirty (30)-day period); or (d) by Bancorp the Seller by a written notice to the Buyer, upon a breach of any representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement, or if any representation or warranty of the Buyer shall have become untrue or inaccurate, in each case, such that if not cured on or prior to the Termination Closing Date, if (i) any of the conditions specified set forth in Article 8 hereof becomes incapable VIII would not be satisfied; provided, that if such inaccuracy or breach in the Buyer’s representations and warranties or breach by the Buyer is curable, through the exercise of being satisfied or best efforts, within thirty (ii) if, after notice and twenty (2030) days opportunity to cureafter receipt of written notice from the Seller of such breach hereunder, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that then the right to Seller may not terminate this Agreement under this Section 10.1(d) shall prior to the end of such thirty (30)-day period, provided that the Buyer continues to exercise best efforts to cure such inaccuracy or breach through such thirty (30)-day period (it being understood that the Seller may not be available terminate this Agreement pursuant to Bancorp this Section 10.1(d) if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the Seller, FilterCo, or FilterSub shall have materially breached this Agreement or if such inaccuracy or breach by Bancorp the Buyer is cured prior to the end of any of its representations, warranties, covenants or obligations contained hereinsuch thirty (30)-day period).

Methods of Termination. This Agreement may be terminated at any time:terminated: ---------------------- (a) by mutual consent written agreement of Parent the Sellers and Bancorpthe Buyer prior to the Closing Date; (b) by Sellers or the Buyer if a Competing Transaction is approved by the Bankruptcy Court, whether or not in accordance with the Bid Procedures as the same may be modified by order of the Bankruptcy Court; (c) at any time before the Closing, by either of the Buyer if any of the conditions set forth in Article IX shall have become incapable of fulfillment or cure and shall not have been waived by the Buyer, provided that the Buyer is not then in breach of this Agreement; (d) at any time before the Closing, by the Sellers if any of the conditions set forth in Article X shall have become incapable of fulfillment or cure and shall not have been waived by the Sellers, provided that the Sellers are not then in breach of this Agreement; (e) at any time after February 1, 2001, by the Sellers 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, the Sellers; (f) at any time after February 1, 2001, by Buyer 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, the Buyer; (g) [Intentionally Omitted] (h) at any time after December 31, 2000, by Sellers or by the Buyer if by such date the Section 363/365 Order has not been entered; (i) Parent or (ii) Bancorp, by the Sellers if the Closing has not occurred on or before March 1as the result of the failure of the Buyer to consummate the transactions contemplated by this Agreement within ten (10) days after the satisfaction of the conditions set forth in Article VIII, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect Sellers are ready to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that close; (j) by the Buyer if the Closing has not occurred by as the Termination Date solely as a result of the breach of Parent of its covenant herein with respect Sellers failure to obtaining approval of any applicable Governmental Authority, Parent may not terminate consummate the transactions contemplated by this Agreement without within ten (10) days after the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any satisfaction of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from IX, provided that the breach by Parent of any of its representations, warranties, covenants or obligations contained hereinBuyer is ready to close; or (dk) by Bancorp on or prior to Buyer in the Termination Date, if (i) any event of a material breach of the conditions specified covenants contained in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained herein8.5.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) by mutual consent of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorp, Seller if the Closing has not occurred on or before March 1June 30, 2007 1998 (the “Termination Date”); provided that if Seller is not then in material breach of any Party has breached representation, warranty, covenant or defaulted with respect other agreement contained herein), unless reasonably extended by Seller after reasonable notice to its obligations under this Agreement Purchaser to a date which is not later than 180 days after consummation of the Parent Merger; (b) at any time on or before such date, such Party may not terminate this Agreement pursuant prior to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Effective Time by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpPurchaser and Seller; (c) by Parent, prior to the Termination Date, Purchaser in writing if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from VIII of this Agreement shall not have been met by Seller or waived in writing by Purchaser prior to the date fixed for Closing (provided that Purchaser is not then in material breach by Parent of any of its representationsrepresentation, warrantieswarranty, covenants covenant or obligations other agreement contained herein; or); (d) by Bancorp on or prior to the Termination Date, Seller in writing if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from 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 is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (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 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 15 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 7.2 hereof, so long as such breach by Bancorp 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 16 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 approval of any application of Purchaser for a Regulatory Approval; or (g) by either Purchaser or Seller in writing if the Parent Merger Agreement is terminated in accordance with its representations, warranties, covenants or obligations contained hereinterms.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated at any timeprior to the Closing Date as follows: (a) at any time by mutual consent written agreement of Parent Seller and Bancorp;Buyer; or (b) by either Seller or Buyer upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within five (i5) Parent or Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (iic) Bancorpby Seller, in the following events: (1) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval; or (2) at any time after January 30, 2009 if the Closing has not occurred on or before March 1, 2007 yet occurred; or (3) at any time effective upon written notification to Buyer in the “event that the MPSC has issued an order including the Colstrip 4 Interests in the rate base of Seller at a value at least equal to the Purchase Price plus the sum of (i) the Buyer Termination Date”); provided that if any Fee and (ii) the Make-Whole Premium less (iii) the Third Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of LawClosing Costs; provided further, howeverthat the event triggering Seller’s termination right did not result from the failure by Seller to fulfill any undertaking or commitment provided for herein on the part of Seller that is required to be fulfilled on or prior to the Closing Date or any such applicable date. (d) by Buyer, in the following events: (1) at any time prior to the Closing if a Material Casualty Loss has occurred that is not completely covered by insurance or, at Seller’s option, by a combination of insurance and a reduction in the Purchase Price in an amount equal to the reasonable commercial value of such loss that is not covered by insurance, as determined by Seller with Buyer’s consent, not to be unreasonably withheld; (2) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval; (3) at any time after January 30, 2009 if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorpyet occurred; (c4) by Parent, prior at any time effective upon written notification to Seller in the event that the MPSC has issued an order including the Colstrip 4 Interests in the rate base of Seller at a value at least equal to the Purchase Price plus the sum of (i) the Buyer Termination DateFee and (ii) the Make-Whole Premium less (iii) the Third Party Closing Costs; (5) at any time after November 30, 2008, if any order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the sale of the Colstrip 4 Interests; (6) at any time if any Project User exercises a right of first refusal offered to it by the Seller (pursuant to the terms of the Ownership and Operations Agreement); (7) at any time in accordance with Section 7.8; (8) if (i) any of Seller has failed to deliver to the conditions specified in Article 7 hereof becomes incapable of being satisfied Buyer the ROFR Resolution Notice by October 15, 2008 or (ii) Seller has failed to deliver to the Buyer the MPSC Resolution Notice by November 30, 2008; or (9) at any time if after notice and twenty the Make-Whole Premium exceeds $8,500,000 (20) days opportunity assuming Buyer has used Commercially Reasonable Efforts to curenegotiate in good faith such amount); provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that Buyer shall not have the right to terminate this Agreement under this Section 10.1(cclause (9) shall not be available if Seller, in its sole and absolute discretion, elects to Parent if reduce the nonfulfillment Purchase Price by the amount of the conditions to ParentMake-Whole Premium that is in excess of $8,500,000 provided, that the event triggering Buyer’s obligation to close set forth in Article 7 results termination right did not result from the breach failure by Parent Buyer to fulfill any undertaking or commitment provided for herein on the part of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp Buyer that is required to be fulfilled on or prior to the Termination Date, if (i) Closing Date or any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinapplicable date.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated and/or abandoned at any timetime but not later than the Closing: (a) by By mutual written consent of Parent the Purchaser and Bancorpthe Sellers; (b) by By the Purchaser or New Valley if any competent regulatory authority shall have issued an order making illegal or otherwise restricting, preventing, prohibiting or refusing to approve the transactions contemplated hereby, and such order shall have become final and non-appealable; (ic) Parent By the Purchaser or (ii) Bancorp, New Valley if the Closing has not occurred on by September 30, 2001 for any reason other than breach by the Party seeking to terminate unless the Parties agree to an extension in writing; (d) By New Valley if the Board of Directors of the Purchaser (or before March 1any committee thereof) shall have (i) failed to recommend or withdrawn or modified in a manner adverse to the Sellers its approval or recommendation of this Agreement and any of the transactions contemplated hereby, 2007 (the “Termination Date”); provided that if any Party has breached ii) recommended or defaulted taken no position with respect to a proposal for a Purchaser Alternative Transaction or (iii) following the public announcement of a proposal for a Purchaser Alternative Transaction, failed to reconfirm its recommendation of this Agreement and any of the transactions contemplated hereby within five business days following a written request for such reconfirmation by New Valley; or (e) By the Purchaser if the Board of Directors of the Purchaser shall have determined in good faith, based upon the advice of outside legal counsel, that failure to terminate this Agreement is reasonably likely to result in the Board of Directors breaching its fiduciary duties to stockholders under applicable law by reason of the pendency of an unsolicited, bona fide written proposal for a Superior Purchaser Transaction, but only if the Purchaser and its subsidiaries and other Representatives of the Purchaser shall have complied with their obligations under this Agreement on or before such dateSection 5.16; provided, such Party however, that the Purchaser may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party clause (e) unless (x) 48 hours shall have elapsed after delivery to this Agreement may at its option enforce its rights against New Valley of a written notice of such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred determination by the Termination Date solely as a result Board of Directors and (y) the breach of Parent of its covenant herein with respect Purchaser shall have paid to obtaining approval of New Valley any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) amounts owed by Parent, prior it pursuant to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained herein8.2(b).

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any timetime prior to the Closing: (a) by mutual written consent of Parent the Sellers’ Representative, the Company and Bancorpthe Buyer; (b) by (i) Parent the Buyer or (ii) Bancorpthe Sellers’ Representative at any time after July 2, 2010, if the Closing has shall not have occurred and the party hereto seeking termination (which shall mean the Sellers, the Holding Companies and the Company in the event that the Sellers’ Representative seeks to terminate this Agreement) is not in material violation or breach of their respective representations, warranties, covenants or agreements contained in this Agreement; (c) by the Buyer by written notice to the Sellers’ Representative, upon a breach of any representation, warranty, covenant or agreement on the part of any Seller, any Holding Company, or before March 1, 2007 the Company (including representations and warranties made by the “Termination Date”); provided that if any Party has breached or defaulted Company with respect to its obligations under the Subsidiaries) set forth in this Agreement on or before such datethat if not cured, such Party the conditions set forth in Sections 8.1, 8.2 and 8.3 would not be satisfied; provided, that the Buyer may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to 11.1(c) if (i) the Buyer shall have materially breached this Agreement may at its option enforce its rights against or (ii) such breach by any Seller, any Holding Company or the Company is curable by such breaching party, through the exercise of commercially reasonable efforts, within thirty (30) days after such breaching party’s receipt of written notice from the Buyer of such breach hereunder and the breaching party continues to exercise commercially reasonable efforts to cure such breach through such thirty (30)-day period and such breach is cured within thirty (30) days after the Sellers’ Representative’s receipt of written notice from the Buyer of such breach; (d) by the Sellers’ Representative by written notice to the Buyer, upon a breach of any representation, warranty, covenant or defaulting Party agreement on the part of the Buyer set forth in this Agreement such that if not cured, the condition set forth in Sections 9.1 and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law9.2 would not be satisfied; provided further, howeverprovided, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent Sellers’ Representative may not terminate this Agreement without the consent of Bancorp; (cpursuant to this Section 11.1(d) by Parent, prior to the Termination Date, if (i) any of Seller, any Holding Company, or the conditions specified in Article 7 hereof becomes incapable of being satisfied Company shall have materially breached this Agreement or (ii) if after notice and twenty such breach by the Buyer is curable by the Buyer, through the exercise of commercially reasonable efforts, within thirty (2030) days opportunity to cure, after the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable Buyer’s receipt of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results written notice from the Sellers’ Representative of a breach by Parent the Buyer hereunder and the Buyer continues to exercise commercially reasonable efforts to cure such breach through such thirty (30)-day period and such breach is cured within thirty (30) days after the Buyer’s receipt of any written notice from the Sellers’ Representative of its representations, warranties, covenants or obligations contained hereinsuch breach; or (de) by Bancorp on either the Buyer or prior to the Termination DateSellers’ Representative, if a court or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or entered any law, judgment, decree, injunction or other similar order (iwhether temporary, preliminary or permanent) any that is in effect and restrains, enjoins or otherwise prohibits the consummation of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereintransactions contemplated hereby.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by the mutual consent written agreement of Parent the Selling Parties and BancorpBuyer; (b) by (i) Parent or (ii) Bancorpwritten notice from Selling Parties to the Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing has not occurred on or before March 1set forth in Section 7.3(c) or, 2007 (if Buyer elects to provide an Equity Portion of the “Termination Date”Purchase Price in accordance with Section 1.3, Section 7.3(e); provided that provided, if any Party has breached or defaulted with respect to its obligations under such Breach is curable through the exercise of commercially reasonable efforts, then the Selling Parties may only ter minate this Agreement on if such Breach is not cured by Buyer or before such dateVanguard, such Party as applicable, within thirty (30) days after the receipt by the Selling Parties or Buyer, as the case may not terminate this Agreement be, of a Notification provided pursuant to this Section 10.1(b)6.6 specifying with particularity such Breach; provided, and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, howeverthat any right of Buyer or Vanguard, that if as applicable, to cure a Breach will terminate on the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpOutside Date; (c) by Parent, prior written notice from Selling Parties to the Termination Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing set forth in Section 7.3(b) or, if Buyer elects to provide an Equity Portion of the Purchase Price in accordance with Section 1.3, Section 7.3(d); provided, if such Breach is curable through the exercise of commercia lly reasonable efforts, then Selling Parties may only terminate this Agreement if such Breach is not cured by Buyer or Vanguard, as applicable, within thirty (30) days after the receipt by Buyer or Vanguard, as applicable, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of Buyer or Vanguard, as applicable, to cure a Breach will terminate on the Outside Date; (d) by written notice from Buyer to the Selling Parties specifying with particularity the applicable Breach, if the Selling Parties have committed a Breach, and such Breach would result in the failure of the condition to Closing set forth in Section 7.2(e); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then Buyer may only terminate this Agreement if such Breach is not cured within thirty (30) days after the receipt by the Buyer or the Selling Parties, as the case may be, of a Notification provided pursuant to S ection 6.6 specifying with particularity such Breach; provided, further, that any right of Selling Parties to cure a Breach will terminate on the Outside Date; (e) by written notice from Buyer to the Selling Parties specifying with particularity the applicable Breach, if the Selling Parties have committed a Breach, and such Breach would result in the failure of the condition to Closing set forth in Section 7.2(d); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then the Buyer may only terminate this Agreement if such Breach is not cured by the Selling Parties within thirty (30) days after the receipt by the Selling Parties or Buyer, as the case may be, of a Notification provided pursuant to Section 6.6 specifying with particularity such Breach; provided, further, that any right of the Selling Parties to cure a Breach will terminate on the Outside Date; (f) by written notice from either the Selling Parties or Buyer to the other Party, if any condition to the terminating Party’s obligation to proceed with the Closing is not satisfied on or before February 1, 2011 (the “Outside Date”), or if satisfied prior thereto, does not remain satisfied on the Closing Date, if (i) any and non-satisfaction of such condition was not the result of the conditions specified other Party’s Breach, provided that no Party whose Breach has resulted in Article 7 hereof becomes incapable of a condition to such Party’s obligation to proceed with Closing not being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that will have the right to terminate this Agreement under th is Section 8.1(f); (g) by written notice from Buyer to the Selling Parties, if after the date of this Section 10.1(cAgreement a Material Adverse Effect has occurred and is continuing; (h) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results by written notice from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior Selling Parties to the Termination DateBuyer, if (i) Buyer elects for there to be an Equity Portion of the Purchase Price in accordance with Section 1.3 and (ii) after the date of this Agreement, a Vanguard Material Adverse Effect has occurred and is continuing; and (i) by written notice from Buyer to the Selling Parties upon the occurrence of any of the conditions specified following actions by ENP GP or the Partnership Entities, unless Buyer consents in Article 8 hereof becomes incapable writing (which consent shall not be unreasonably withheld) within twenty Business Days from the receipt of being satisfied written notice from the Selling Parties of the intent of ENP GP or the Partnership Entities to effect such event: (i) the issuance, delivery, sale, pledge or disposition of any (A) equity securities or partnership units of any class, (B) debt securities having the right to vote on any matters on which holders of capital stock or members or partners of the same issuer may vote or (C) securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such securities; (ii) ifthe creation, after notice incurrence, guarantee or assumption any new indebtedness for borrowed money in excess of $10,000,000 in the aggregate; (iii) the acquisition of any material properties or assets in excess of $5,000,000 in the aggregate; (iv) the redemption, retirement, purchase or other acquisition, directly or indirectly, of the equity interests of the Partnership or declaration, setting aside or payment of distributions other than regular quarterly cash distributions by the Partnership (with such amounts determined using the same methodology as recent quarterly distributions); (v) the making of any capital expenditures in excess of $5,000,000 in addition to the amounts of capital expenditures that were included in the 2010 budget delivered to Buyer; (vi) the entering into of any leases of real property, other than renewals of existing leases in the ordinary course of business, the net present value (calculated at the weighted average interest rate on the Partnership’s indebtedness) of which exceeds $5,000,000; and (vii) the sale of any assets with proceeds to ENP GP or the Partnership Entities in excess of $5,000,000 in the aggregate, except in the ordinary course of business and twenty (20) days opportunity consistent with past practice. During the pendency of any such action, the Selling Parties agree to cure, Parent is otherwise in material default under this Agreement or if use commercially reasonable efforts to keep Buyer reasonably informed as to the progress of such material default is incapable action. Any of being cured; provided the foregoing actions that the right are consented to terminate this Agreement under by Buyer pursuant to this Section 10.1(d8.1(i) shall not be available the basis for Buyer to Bancorp if the nonfulfillment assert either that Selling Parties have committed a Breach for any purpose under this Agreement, or that any condition to Closing would fail or has failed as a result of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinsuch action.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated and/or abandoned at any timetime but not later than the Closing: (a) by mutual written consent of Parent LTFS and BancorpZwigard; (b) by LTFS or Zwigard if any competent regulatory authority shall have issued an order making illegal or otherwise restricting, preventing, prohibiting or refusing to approve the transactions contemplated hereby, and such order shall have become final and non-appealable; (c) by Zwigard, (i) Parent upon a material breach of any representation or warranty set forth in this Agreement on the part of LTFS, or if any such representation or warranty of LTFS shall have become untrue, in either case, such that the conditions set forth in Section 5.2(a) would not be satisfied as of the Closing Date, or (ii) Bancorp, if the Closing has not occurred on upon a material breach of any material covenant or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under agreement set forth in this Agreement on the part of LTFS; provided, however, that if such breach of a covenant or before agreement by LTFS is curable by LTFS, then Zwigard may not terminate this Agreement under this Section 7.1(c) for sixty (60) days after delivery of written notice from Zwigard to LTFS of such datebreach, provided LTFS continues to exercise commercially reasonable efforts to cure such Party breach (it being understood that Zwigard may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to 7.1(c) if the Stockholders or the Companies shall have materially breached this Agreement may at its option enforce its rights against or if such breaching breach by LTFS is cured during such sixty (60)-day period; (d) by LTFS, (i) upon a material breach of any representation or defaulting Party and seek warranty set forth in this Agreement on the part of the Companies or any remedies against Stockholder, or if any such Partyrepresentation or warranty of the Companies or any Stockholder shall have become untrue, in either case case, such that the conditions set forth in Section 5.3(a) would not be satisfied as provided hereunder of the Closing Date, or under applicable Requirements (ii) upon a material breach of Lawany material covenant or agreement set forth in this Agreement on the part of any Company or Stockholder; provided furtherprovided, however, that if such breach of a covenant or agreement by a Company or Stockholder is curable by any Stockholder or any of the Companies, then LTFS may not terminate this Agreement under this Section 7.1(d) for sixty (60) days after delivery of written notice from LTFS to Zwigard of such breach, provided any Stockholder or any of the Companies continue(s) to exercise commercially reasonable efforts to cure such breach (it being understood that LTFS may not terminate this Agreement pursuant to this Section 7.1(d) if LTFS shall have materially breached this Agreement or if such breach by a Stockholder or a Company is cured during such sixty (60)-day period); or (e) by LTFS or Zwigard if the Closing has not occurred by February 28, 2008, for any reason other than breach by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right Party seeking to terminate this Agreement under this Section 10.1(c) shall not be available unless LTFS and Zwigard agree to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth an extension in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinwriting.

Methods of Termination. This Agreement may be terminated at any timeprior to the Closing: (a) by By mutual consent written agreement of Parent and Bancorpthe Parties; (b) by (i) Parent or (ii) BancorpBy Seller, if the Closing has not occurred on or before March 1by November 25, 2007 (the “Termination Date”); 2013, provided that if any Party has breached or defaulted with respect to its obligations a default by Seller under this Agreement on is not responsible for the Closing not having occurred; (c) By Purchaser, if the Closing has not occurred by November 25, 2013, provided that a default by Purchaser or before any of the Guarantors under this Agreement is not responsible for the Closing not having occurred; (d) By Seller in writing if Purchaser or any of the Guarantors shall (i) fail to perform any of their respective covenants or agreements contained herein required to be performed by them prior to the date of such datetermination, or (ii) breach any of their respective representations or warranties contained herein or if any such Party may representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (15) days after Seller has notified Purchaser in writing of its intent to terminate this Agreement pursuant to this Section 10.1(b11.01(d), and each other Party ; or (e) By Purchaser in writing if Seller shall (i) fail to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek perform any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant covenants or agreements contained herein with respect required to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) be performed by Parent, it prior to the Termination Datedate of such termination, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) breach any of its representations or warranties contained herein or if after notice and twenty any such representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (2015) days opportunity to cure, the Company or Bancorp are otherwise after Purchaser has notified Seller in material default under this Agreement or if such material default is incapable writing of being cured; provided that the right its intent to terminate this Agreement under pursuant to this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained herein11.01(e).

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by a. By the mutual written consent of Parent MVP Partners, MVP Partners Shareholders, and BancorpCompany; b. By Company, upon a material breach of any representation, warranty, covenant or agreement on the part of MVP Partners or MVP Partners Shareholders set forth in this Agreement, or if any representation or warranty of MVP Partners or the MVP Partners Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (ba "MVP Partners Breach"), and such breach shall, if capable of cure, has not been cured within Thirty (30) 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 MVP Partners, upon a material breach of any representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or, if any representation or warranty of Company shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (ia "Company Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) Parent 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 Company or (ii) BancorpMVP Partners, if the Closing has shall not occurred on or have consummated before March 1, 2007 Ninety (90) days after the “Termination Date”)date hereof; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that this Agreement may be extended by written notice of either MVP Partners or Company, if the Closing has shall not occurred by the Termination Date solely have been consummated as a result of the breach of Parent of its covenant herein Company or MVP Partners having failed to receive all required regulatory approvals or consents with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without transaction or as the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any result of the conditions specified entering of an order as described in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice this Agreement; and twenty (20) days opportunity to curefurther provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided however, that the right to terminate this Agreement under this Section 10.1(c7.1(d) shall not be available to Parent if the nonfulfillment of the conditions any party whose failure to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of fulfill any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement has been the cause of, or if such material default is incapable of being cured; provided that resulted in, the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment failure of the conditions Closing to Bancorp’s obligation occur on or before this date. e. By either MVP Partners or 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 close set forth in Article 8 results from lift), which permanently restrains, enjoins or otherwise prohibits the breach transactions contemplated by Bancorp of any of its representations, warranties, covenants or obligations contained hereinthis Agreement.

Methods of Termination. This Subject to the other provisions of this Article 8, and in addition to the provisions set forth in Section 5.22, this Agreement may be terminated and the transactions contemplated herein may be abandoned at any timetime notwithstanding approval thereof by the Stockholders, at any time prior to the Closing: (a) by By mutual written consent of Parent Parent, Merger Subsidiary and Bancorp;the Company; or (b) by (i) By Parent or (ii) Bancorp, if the Closing has not occurred and Merger Subsidiary on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to after the Termination Date, if (i) any of the conditions specified provided for in Article 6 of this Agreement have not been reasonably satisfied or waived in writing by Parent prior to such date (unless the failure results primarily from a breach by Parent or Merger Subsidiary of any representation, warranty or covenant contained in this Agreement); or (c) By the Company on or after the Termination Date, if any of the conditions provided for in Article 7 hereof becomes incapable of being this Agreement have not been reasonably satisfied or (ii) if after notice and twenty (20) days opportunity to cure, waived in writing by the Company or Bancorp are otherwise in material default under this Agreement or if prior to such material default is incapable of being cured; provided that date (unless the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 failure results primarily from the a breach by Parent the Company of any of its representationsrepresentation, warranties, covenants warranty or obligations covenant contained hereinin this Agreement); or (d) by Bancorp By Parent and Merger Subsidiary if there has been a material breach of any representation, warranty, covenant or agreement which remains uncured for thirty (30) days after written notice thereof on the part of the Company set forth in this Agreement; or (e) By the Company if there has been a material breach of any representation, warranty, covenant or agreement which remains uncured for thirty (30) days after written notice thereof on the part of Parent or Merger Subsidiary set forth in this Agreement; or (f) By either party if any court of competent jurisdiction or any other governmental body has issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated hereby and such order, decree, ruling or other action has become final and non-appealable; or (g) By Parent upon written notice to the Company if the Board of Directors of the Company withdraws, modifies or changes its recommendation regarding the approval of this Agreement or the Merger in a manner adverse to Parent; or (h) By Company upon written notice to Parent if, prior to obtaining the Termination Dateapproval of the stockholders of Parent, if the Board of Directors of Parent withdraws, modifies or changes its recommendation regarding the approval of this Agreement or the Merger in a manner adverse to the Company; or (i) any By Company, if the average of the conditions specified closing sale price (such closing price as reported by The NASDAQ Stock Market at the end of regular trading) of one share of Parent Common Stock on the NASDAQ National Market System (or such other national securities trading system as the Parent Common Stock is approved and listed for trading) in Article 8 any period of sixty (60) consecutive trading days during the period from the date hereof becomes incapable of being satisfied through the Closing Date is equal to or less than $1.50 per share; (iij) ifBy Parent, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment average of the conditions to Bancorp’s obligation to close set forth closing sale price (such closing price as reported by The NASDAQ Stock Market at the end of regular trading) of one share of Parent Common Stock on the NASDAQ National Market System (or such other national securities trading system as the Parent Common Stock is approved and listed for trading) in Article 8 results any period of sixty (60) consecutive trading days during the period from the breach by Bancorp of any of its representations, warranties, covenants date hereof through the Closing Date is equal to or obligations contained hereinless than $1.50 per share.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time: 10.1.1 By mutual consent of the Purchaser and Sellers; 10.1.2 By the Sellers in writing, without liability, if the Purchaser shall (a) fail to perform in any material respect its agreements contained herein required to be performed by mutual consent of Parent and Bancorp; it on or prior to the Closing Date; or (b) by materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (i10) Parent or (ii) Bancorp, if days after the Closing has not occurred on or before March 1, 2007 (Sellers have notified the “Termination Date”); provided that if any Party has breached or defaulted with respect Purchaser of their intent to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b)10.1.2; 10.1.3 By the Purchaser in writing, and each other Party without liability, if either the Corporation or the Sellers shall (a) fail to perform in any material respect their agreements contained herein required to be performed by them on or prior to the Closing Date; or (b) materially breach any of their representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after the Purchaser has notified the Sellers of its intent to terminate this Agreement pursuant to this Agreement may at its option enforce its rights against Section 10.1.3; 10.1.4 By either the Sellers or the Purchaser in writing, without liability, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Purchaser, the Sellers or the Corporation, which prohibits or restrains the Purchaser, the Sellers or the Corporation from consummating the transactions contemplated hereby, provided that the Purchaser, the Sellers and the Corporation shall have used their reasonable, good faith efforts to have any such breaching order, writ, injunction or defaulting Party decree lifted and seek the same shall not have been lifted within (thirty) 30 days after entry, by any remedies against such Partycourt or governmental or regulatory agency; 10.1.5 By the Sellers in writing, without liability, in the event the Letter of Credit is drawn upon, in whole or in part, before the occurrence of either case as provided hereunder (a) the termination of this Agreement under Sections 10.1.1, 10.1.2, 10.1.3, 10.1.4 or under applicable Requirements of Law10.1.6 hereof, or (b) the Closing; provided furtheror 10.1.6 By either the Sellers or the Purchaser, howeverin writing, that without liability, if for any reason the Closing has not occurred by the Termination Date solely January 15, 2009 other than as a result of the material breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without by the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right party attempting to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a1) by mutual consent either Purchasers or Sellers, in writing five calendar days in advance of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorpsuch termination, if the Closing has not occurred on or before March 1by August 31, 2007 2003 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may a party shall not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right be permitted to terminate this Agreement under this Section 10.1(c) shall not be available to Parent on such date if the nonfulfillment failure of the conditions Closing to Parent’s obligation occur prior to close set forth in Article 7 such date arises out of or results from the breach by Parent actions, inactions, or omissions of any of its representations, warranties, covenants or obligations contained herein; orthe terminating party); (d2) by Bancorp at any time on or prior to the Termination Date, Effective Time by the mutual consent in writing of Huntington and Purchasers; (3) by Huntington in writing if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from IX of this Agreement shall not have been met by Purchasers or waived in writing by Huntington prior to the Closing Date; (4) by Purchasers in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Sellers or waived in writing by Purchasers prior to the Closing Date; (5) any time prior to the Effective Time, by Purchasers or Huntington 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 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 Bancorp Purchasers was not caused by any action or inaction of Sellers, and Huntington 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 (6) by Huntington in writing at any time after any applicable regulatory authority has finally denied approval of any application of its representations, warranties, covenants or obligations contained Purchasers for approval of the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated at in any time----------------------- of the following ways: (a) at any time on or prior to the Effective Time by the mutual consent in writing of Parent Purchaser and BancorpSeller; (b) by (i) Parent or (ii) BancorpPurchaser, in writing, if the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under conditions set forth in ARTICLE VII of this Agreement on shall not have been met by Seller or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), waived in writing by Purchaser within thirty-one (31) calendar days following the date of all approvals by regulatory agencies and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorpafter all statutory waiting periods have expired; (c) by ParentSeller, 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 thirty-one (31) calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired; (d) any time prior to the Termination DateEffective Time, by Purchaser or Seller, in writing, if the other party shall have been in breach of any representation and warranty in any material respect (i) any as if such representation and warranty had been made on and as of the conditions 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 thirty (30) calendar days after the giving of notice to the breaching party of such breach or the date specified in Article 7 hereof becomes incapable (b) and (c) above; provided, however, that there -------- ------- shall be no cure period in connection with any breach of being satisfied SECTION 6.3 hereof, so long as such breach by Purchaser was not caused by any action or (ii) if after notice inaction of Seller, and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to Seller may terminate this Agreement under immediately if regulatory applications are not filed within thirty (30) calendar days after the date of this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth Agreement as provided in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained hereinthat Section; or (de) by Bancorp on Seller or prior to the Termination Date, if (i) Purchaser in writing at any time after any applicable regulatory authority has denied approval by a final non-appealable order of any application of Purchaser for approval of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained transactions contemplated herein.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time:time prior to the Closing Date (whether before or after the receipt of the Requisite Seller Vote): (a) a. by mutual consent in writing of Parent the Purchaser and Bancorpthe Seller; (b) b. by (i) Parent written notice from the Purchaser or (ii) Bancorp, the Seller if the Closing has transactions contemplated by this Agreement are not occurred consummated on or before March 1, 2007 (the “Termination End Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party (including the Company in the case of the Seller) whose Breach of a representation, warranty, covenant, or agreement under this Agreement has been a contributing cause of, or was a contributing factor that resulted in the failure of, the Closing to occur on or before the End Date; c. if any Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 10.1(c) shall not be available to Parent if the nonfulfillment any Party whose Breach of the conditions to Parent’s obligation to close any representation, warranty, covenant, or agreement set forth in Article 7 results from this Agreement has been a contributing cause of, or was a contributing factor that resulted in, the breach by Parent issuance, promulgation, enforcement, or entry of any of its representations, warranties, covenants such Law or obligations contained hereinOrder; or d. by written notice from the Purchaser to the Seller or from the Seller to the Purchaser if this Agreement has been submitted to the shareholders of the Seller for approval at a duly convened Shareholders’ Meeting and the Requisite Seller Vote shall not have been obtained at such meeting (dunless such Shareholders’ Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); e. by written notice from the Purchaser to the Seller if a Seller Adverse Recommendation Change shall have occurred or the Seller’s Board of Directors shall have approved, or recommended the approval of, any Company Acquisition Agreement; f. by the Seller if a Seller Adverse Recommendation Change shall have occurred in response to a Superior Proposal, provided that, prior to such termination: (A) the Seller delivers to the Purchaser a written notice (the “Superior Proposal Notice”) stating that the Seller intends to terminate this Agreement to accept a Superior Proposal and providing the Purchaser with a reasonable summary of such Superior Proposal; (B) during the five (5) Business Day period commencing on the date of the Purchaser’s receipt of such Superior Proposal Notice, the Seller shall have made its senior management and financial and legal advisors available at reasonable times for the purpose of engaging in negotiations with the Purchaser (to the extent the Purchaser desires to negotiate) regarding a possible amendment of this Agreement so that the Acquisition Proposal that is the subject of the Superior Proposal Notice ceases to be a Superior Proposal; and (C) after the expiration of the negotiation period described in clause “(B)” above, the Seller’s Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor, and after taking into account any amendments to this Agreement that the Purchaser has irrevocably agreed in writing to make as a result of the negotiations contemplated by Bancorp on clause “(B)” above, that (1) such Acquisition Proposal constitutes a Superior Proposal and (2) the failure to effect a Seller Adverse Recommendation Change would be inconsistent with the fiduciary obligations of the Board of Directors of the Seller to the Seller’s shareholders under applicable Law; g. by written notice from the Purchaser to the Seller if (provided, that the Purchaser is not then in material Breach of any representation, warranty, covenant, or other agreement contained herein that would cause any condition set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied) (i) the Company or the Seller fails to perform in any respect any covenants or agreements contained in this Agreement required to be performed by the Company or the Seller prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied Closing or (ii) if, after notice and twenty (20) days opportunity to cure, Parent the Company or the Seller is otherwise in material default Breach under this Agreement or if Agreement, and in the case of both clause “(i)” and clause “(ii)” such material default is incapable of being cured; provided that the right to conditions set forth in Section 7.2(a) or Section 7.2(b) would not be satisfied; provided, however, if any such Breach is curable, the Purchaser may not terminate this Agreement under this Section 10.1(duntil the date that is thirty (30) shall not be available Business Days from the date written notice was provided by the Purchaser to Bancorp the Seller of such Breach; or h. by written notice from the Seller to the Purchaser if the nonfulfillment (provided, that none of the conditions to Bancorp’s obligation to close Company or the Seller are then in material Breach of any representation, warranty, covenant, or other agreement contained herein that would cause any condition set forth in Article 8 results Section 7.2(a) or Section 7.2(b) not to be satisfied) (i) the Purchaser fails to perform in any 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, and in the case of both clause “(i)” and clause “(ii)” such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied; provided, however, if any such Breach is curable, the Seller may not terminate this Agreement until the date that is thirty (30) Business Days from the breach date written notice was provided by Bancorp the Seller to the Purchaser of any of its representations, warranties, covenants or obligations contained hereinsuch Breach.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) By either Purchaser or Seller, in writing, if the transaction has not been consummated on or before December 31, 2005, time being of the essence, unless the failure of the Closing to occur by mutual consent such date shall be due to the failure of Parent the party seeking to terminate this Agreement to perform or observe in any material respect the covenants and Bancorpagreements of such party as set forth herein; (b) by (i) Parent or (ii) Bancorp, if At any time prior to the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Date by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpPurchaser and Seller; (c) by ParentBy Purchaser in writing if and when, at any time prior to the Termination Closing Date, if any condition of Purchaser’s obligations set forth in this Agreement becomes (iin the opinion of both Seller and Purchaser) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied fulfilled and such condition has not been waived by Purchaser; (d) By Seller in writing if and when, at any time prior to the Closing Date, any condition of Seller’s obligations set forth in this Agreement becomes (in the opinion of both Purchaser and Seller) incapable of being fulfilled and such condition has not been waived by Seller; (e) At any time prior to the Closing Date by Purchaser or Seller in writing if the other party continues to be in breach of any material representation and warranty as if such representation and warranty had been made on and as of the date of the notice of breach thereof unless a different time is specified in any such representation and warranty (iiexcluding any representations and warranties made in Section 6.9 hereof) if after notice or covenant made by the breaching party in this Agreement in any material respect, and such breach has not been cured within twenty (20) days opportunity after the giving of written notice to curethe breaching party of such breach; (f) By Seller in writing at any time after any applicable regulatory authority has either (i) denied approval of any application of Purchaser or Seller seeking approval of the transaction contemplated hereby, in whole or in part, or (ii) failed to act on any application in a timely manner such that Seller and Purchaser both reasonably believe that Purchaser will not be able to consummate the Company transaction on or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being curedbefore December 31, 2005; provided however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(c) if such denial or request or recommendation for withdrawal shall not be available due to Parent if the nonfulfillment failure of Seller to perform or observe in any material respect the conditions to Parent’s obligation to close covenants and agreements of such party as set forth herein; (g) By Seller in Article 7 results from the breach event that there is pending litigation against Seller with respect to the transactions contemplated by Parent this Agreement which as determined by the mutual agreement of any of its representations, warranties, covenants or obligations contained hereinboth parties acting reasonably is likely to result in materially adverse consequences to Seller if Seller does not terminate the Agreement; or (dh) by Bancorp on or prior By Purchaser in the event there is pending litigation against Purchaser with respect to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under transactions contemplated by this Agreement or which as determined by the mutual agreement of both parties acting reasonably is likely to result in materially adverse consequences to Purchaser if such material default is incapable of being cured; provided that Purchaser does not terminate the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) by mutual consent Seller, in writing in advance of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorpsuch termination, if the Closing has not occurred by April 1, 2008; (b) at any time on or before March 1, 2007 (prior to the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Effective Time by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpPurchaser and Seller; (c) by Parent, prior to the Termination Date, Purchaser in writing if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from VII of this Agreement shall not 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 after all statutory waiting periods have expired; (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 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 and on the date of the notice of breach referred to below) and the entity filing a claim is not in breach, 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 Parent 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 approval of any application of its representations, warranties, covenants or obligations contained Purchaser for approval of the transactions contemplated herein; or (dg) by Bancorp on or prior to the Termination Date, Purchaser in writing if (i) any of Seller does not fulfill the conditions specified and obligations set forth in Article 8 hereof becomes incapable of being satisfied or (ii) ifSection 7.7, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right Purchaser shall only be permitted to so terminate this Agreement under this within 5 business days after the 30 day period provided for in Section 10.1(d) 7.7 has expired, and such termination shall not be available Purchaser's sole remedy for failure to Bancorp if the nonfulfillment of the fulfill such Section 7.7 conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinand obligations.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated and/or abandoned at any timetime but not later than the Closing: (a) by By mutual written consent of the Parent Parties and Bancorpthe Target; (b) by By the Parent Parties (if they are not then in material breach of their obligations hereunder) if (i) Parent a material default or breach shall be made by the Target with respect to the due and timely performance of any of their covenants and agreements contained herein and such default is not cured within thirty days, or (ii) Bancorp, if the Closing has Target's representations and warranties, (x) made without any materiality standard, are not occurred on or before March 1, 2007 (true and correct in all material respects as of the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), date hereof and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has Date or (y) made with any materiality standard, are not occurred by the Termination Date solely true and correct in all respects as a result of the breach date hereof and as of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpClosing Date; (c) by Parent, prior to By the Termination Date, Target (if it is not then in material breach of its obligations hereunder) if (i) a material default or breach shall be made by the Parent Parties with respect to the due and timely performance of any of the conditions specified in Article 7 hereof becomes incapable of being satisfied their covenants and agreements contained herein and such default or breach is not cured within thirty days, or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment any of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, Parties' representations and warranties, covenants (x) made without any materiality standard, are not true and correct in all material respects as of the date hereof and as of the Closing Date or obligations contained herein; or(y) made with any materiality standard, are not true and correct in all respects as of the date hereof and as of the Closing Date; (d) by Bancorp on By either the Parent Parties or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) Target if, after notice and twenty (20) days opportunity pursuant to cureSection 8.3(e), the Parent is otherwise in material default under this Agreement unable to obtain the Fairness Opinion. (e) By either the Target or the Parent Parties if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close Closing set forth in Article 8 results Section 8.1(e) will not be met because neither of the first two test wells resulted in finding "commercial quantities" of oil and gas xx provided under Sections 6.5 and 8.3(l) and the Second Tranche Investment has not been consummated within 15 days of the date the Initial Test Wells Procedure Results Report is delivered to all Parties. (x) By either the Target or the Parent Parties (if the terminating Party is not then in material breach of its obligations hereunder) if the Effective Time has not occurred by six months from the breach by Bancorp date of this Agreement for any of its representations, warranties, covenants or obligations contained hereinreason unless the Parties agree to an extension in writing.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time: (a) by mutual consent of Parent Purchaser and BancorpSeller; (b) by (i) Parent Purchaser or (ii) Bancorp, Seller if the Closing has transactions contemplated by this Agreement are not occurred consummated on or before March September 1, 2007 (the “Termination Date”)2004; provided that if any Party party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party party may not terminate this Agreement pursuant to this Section 10.1(b12.1(b), and each the other Party party to this Agreement may at its option enforce its rights against such breaching or defaulting Party party and seek any remedies against such Partyparty, in either case as provided hereunder or under and by applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpRegulation; (c) by ParentPurchaser in the event that Seller has breached any representation, prior warranty, covenant or agreement contained in this Agreement in any material respect (or, with respect to the Termination Dateany representation or warranty qualified by terms such as “material,” “Material Adverse Effect” or "Material Adverse Change," in any respect), if (i) any Purchaser has notified Seller of the conditions specified in Article 7 hereof becomes incapable breach, and the breach has continued without cure for a period of being satisfied or (ii) if fifteen days after the notice and twenty (20) days opportunity to cureof breach; provided, however, that for purposes of this Section 12.1(c), the Company or Bancorp are otherwise representations contained in material default under this Agreement or if Section 3.16 regarding "Environmental Laws as now existing" shall instead be deemed to read "Environmental Laws as existing on the date of Seller's breach of such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or;" (d) by Bancorp on Seller in the event that Purchaser has breached any representation, warranty, covenant or prior agreement contained in this Agreement in any material respect (or, with respect to the Termination Dateany representation or warranty qualified by terms such as “material” or “material adverse effect”, if (i) in any respect), Seller has notified Purchaser of the conditions specified in Article 8 hereof becomes incapable breach, and the breach has continued without cure for a period of being satisfied fifteen days after the notice of breach; or (e) by either Seller or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement Purchaser if consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Authority having competent jurisdiction or if such material default is incapable of being cured; provided that any Authority has taken any other action restraining, enjoining or otherwise prohibiting the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment consummation of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereintransactions contemplated hereby and such action shall be final and nonappealable.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by By the mutual written consent of Parent DE Qinba and BancorpParent; (b) by (i) Parent By Parent, upon a material breach on the part of DE Qinba or (ii) Bancorpthe Majority Qinba Shareholders of any representation, if the Closing has not occurred on warranty, covenant or before March 1agreement set forth in this Agreement, 2007 (the “Termination Date”); provided that or if any Party has breached representation or defaulted with respect to its obligations under this Agreement on warranty of DE Qinba or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Partyof the Majority Qinba Shareholders shall become untrue, in either case as provided hereunder or under applicable Requirements such that any of Law; provided furtherthe conditions set forth in Article VII hereof would not be satisfied (a “DE Qinba Breach”), howeverand such breach, that if the Closing capable of cure, has not occurred been cured within ten (10) days after receipt by DE Qinba and the Termination Date solely as Majority Qinba Shareholders of a result written notice from Parent setting forth in detail the nature of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorpsuch DE Qinba Breach; (c) by ParentBy DE Qinba, prior to upon a material breach on the Termination Datepart of Parent or Acquisition Subsidiary of any representation, warranty, covenant or agreement set forth in this Agreement, or, if (i) any representation or warranty of Parent or Acquisition Subsidiary shall become untrue, in either case such that any of the conditions specified set forth in Article 7 VI hereof becomes incapable would not be satisfied (a “Parent Breach”), and such breach, if capable of being satisfied or cure, has not been cured within ten (ii) if after notice and twenty (2010) days opportunity to cureafter receipt by Parent of a written notice from DE Qinba setting forth in detail the nature of such Parent Breach; (d) By either Parent or DE Qinba, if the Company or Bancorp are otherwise in material default under Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either DE Qinba or Parent if such material default is incapable the Closing shall not have been consummated as a result of being curedDE Qinba or Parent 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; provided and further provided, however, that the right to terminate this Agreement under this Section 10.1(c9.1(d) shall not be available to Parent if any party whose failure to fulfill any obligations under this Agreement has been the nonfulfillment cause of, or resulted in, the failure of the conditions Closing to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants occur on or obligations contained hereinbefore this date; or (de) By either DE Qinba or Parent 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 Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Subject to the other provisions of this Article 8, this Agreement may be terminated and the transactions contemplated herein may be abandoned at any time, whether before or after the Parent Shareholder Approval has been obtained, at any time prior to the Closing: (a) by By mutual written consent of Parent and Bancorp;the Company; or (b) By either Parent or the Company, on 30 days’ written notice to the other Party, if the Merger shall not have been consummated prior to the Termination Date; provided, that the terminating Party is not then in material breach of its covenants or other agreements contained in this Agreement; provided, further, that, if Parent is the terminating Party and the condition set forth in Section 6.5(b) is the sole condition in Article 6 that has not been satisfied or waived as of such date (excluding conditions that, by their nature, are to be satisfied at the Closing and that the Company is capable of satisfying at the Closing), then, if within such 30 day notice period the Stockholder agrees in writing to (i) indemnify Parent or in accordance with Article 10 for the Company Schedule Adverse Event and (ii) Bancorpincrease the number of Indemnification Shares under Section 2.2(c) (by deducting additional Merger Consideration Shares from the shares of Parent Common Stock to be issued and delivered to the Stockholder pursuant to Section 2.3(b)) by an amount equal to the total reasonably anticipated impact of the Company Schedule Adverse Event divided by the Merger Share Price (rounded to the nearest whole share) (which additional Indemnification Shares shall be placed in a separate escrow account which shall be solely available for indemnification for the Company Schedule Adverse Event in accordance with Article 10 and released in accordance with Section 10.5): (A) the condition set forth in Section 6.5(b) shall be deemed satisfied, and (B) such notice of termination shall be deemed to have been revoked and withdrawn by Parent; and provided, further, that, if the Closing Company is the terminating Party and the condition set forth in Section 7.5(b) is the sole condition in Article 7 that has not occurred been satisfied or waived as of such date (excluding conditions that, by their nature, are to be satisfied at the Closing and that Parent is capable of satisfying at the Closing), then, if within such 30 day notice period the Parent agrees in writing to issue and deliver to Stockholder (at the Closing, or, if later, promptly after the determination of the amount of the impact of the Parent Schedule Adverse Event incurred by Parent or any of its Subsidiaries) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the reasonably anticipated impact of the Parent Schedule Adverse Event causing such condition to fail divided by the Merger Share Price (rounded to the nearest whole share): (A) the condition set forth in Section 7.5(b) shall be deemed satisfied, and (B) such notice of termination shall be deemed to have been revoked and withdrawn by the Company. Notwithstanding the foregoing, if the issuance of such additional shares would cause the Stockholder’s post-Closing ownership percentage to exceed the Maximum Percentage, then Parent shall pay the Stockholder in immediately available funds an amount equal to the value of such incremental shares (based on or before March 1, 2007 (the “Termination Date”); provided Merger Share Price) that if any Party issued would otherwise cause the Stockholder to exceed the Maximum Percentage, but only to the extent that such cash payment will not cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code; or (c) By Parent if the Company has breached any representation, warranty, covenant or defaulted with respect agreement set forth in this Agreement, which breach (i) would result in the failure of a condition set forth in Section 6.1 or Section 6.2, and (ii) remains uncured for 30 days after Parent shall have given the Company written notice of such breach (which notice shall state Parent’s intention to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b8.1(c) if not so cured), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has Parent shall not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect be permitted to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent pursuant to this Section 8.1(c) if Parent or Merger Subsidiary is then in material breach of Bancorp;any of their respective representations, warranties, covenants or other agreements contained in this Agreement; or (cd) by ParentBy the Company if Parent or Merger Subsidiary has breached any representation, prior to the Termination Datewarranty, if covenant or agreement set forth in this Agreement, which breach (i) any would result in the failure of the conditions specified a condition set forth in Article 7 hereof becomes incapable of being satisfied Section 7.1 or Section 7.2, and (ii) if remains uncured for 30 days after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under shall have given Parent written notice of such breach (which notice shall state the Company’s intention to terminate this Agreement or pursuant to this Section 8.1(d) if such material default is incapable of being not so cured); provided that the right Company shall not be permitted to terminate this Agreement under pursuant to this Section 10.1(c8.1(d) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth Company is then in Article 7 results from the material breach by Parent of any of its representations, warranties, covenants or obligations other agreements contained hereinin this Agreement; or (de) by Bancorp on By Parent or prior to the Termination DateCompany if any court of competent jurisdiction or any other Governmental Authority has issued a judgment, if (i) order, injunction, decree or ruling or taken any of other action, in each case permanently enjoining, restraining or otherwise prohibiting the conditions specified in Article 8 hereof becomes incapable of being satisfied transactions contemplated hereby and such judgment, order, injunction, decree, ruling or (ii) ifother action shall have become final and non-appealable; provided, after notice and twenty (20) days opportunity to cure, that neither Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that nor the Company shall have the right to terminate this Agreement under pursuant to this Section 10.1(d8.1(e) shall not be available if any action of such Party or failure of such Party to Bancorp if perform or comply with the nonfulfillment covenants and agreements of the conditions to Bancorp’s obligation to close such Party set forth in Article 8 results this Agreement shall have been the primary cause of, or resulted primarily in, any such judgment, order, injunction, decree, ruling or other action; or (f) By Parent or the Company if any Party receives a definitive written notice or determination from any Gaming Authority or the breach by Bancorp staff of any Gaming Authority that any of its representationsthe Gaming Approvals set forth on Section 6.3(c) of the Parent Disclosure Schedule or Section 7.3(c) of the Company Disclosure Schedule will not be granted; provided, warrantiesthat neither Parent or the Company shall have the right to terminate this Agreement pursuant to this Section 8.1(f) if any action of such Party or failure of such Party to perform or comply with the covenants and agreements of such Party set forth in this Agreement shall have been the primary cause of, covenants or obligations contained hereinresulted primarily in, any such Gaming Authority’s refusal to grant such Gaming Approval; or (g) By the Company if (i) the Parent Shareholder Approval is not obtained at the Parent Special Meeting, or (ii) a Triggering Event has occurred at any time prior to receipt of the Parent Shareholder Approval; or (h) By Parent, if prior to receipt of the Parent Shareholder Approval: (i) the Parent Board of Directors has received a Superior Proposal, (ii) Parent has complied with the provisions of Section 5.11, and (iii) prior to or concurrently with such termination, Parent pays the Termination Fee to the Company in accordance with Section 8.3; or (i) By the Company if at Closing the Company Shareholder Percentage (calculated without giving effect to the proviso in Section 2.2(b)(iv))) would exceed the Maximum Percentage and the Parties have not executed an amendment or supplement to this Agreement to effect the transfer of Additional Consideration to the Stockholder at the Closing. (j) By the Company if the Stockholder has delivered a Company Tax Event Notice to Parent and the Parties have not amended the Merger Agreement as contemplated by Section 5.24 within 20 days after the date of such Company Tax Event Notice.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by By the mutual written consent of Parent POM and BancorpDEAC; (b) by (i) Parent By DEAC, on a material breach on the part of POM of any representation, warranty, covenant or (ii) Bancorpagreement set forth in this Agreement, if the Closing has not occurred on or before March 1, 2007 (the “Termination Date”); provided that if any Party has breached representation or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Partywarranty of POM shall become untrue, in either case as provided hereunder or under applicable Requirements such that any of Law; provided furtherthe conditions set forth in Article VII hereof would not be satisfied (a "POM Breach"), howeverand such breach, that if the Closing capable of cure, has not occurred been cured within twenty (20) business days after receipt by POM of a written notice from DEAC setting forth in detail the Termination Date solely as a result nature of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorpsuch POM Breach; (c) by ParentBy POM, prior to upon a material breach on the Termination Datepart of DEAC of any representation, warranty, covenant or agreement set forth in this Agreement, or, if (i) any representation or warranty of DEAC shall become untrue, in either case such that any of the conditions specified set forth in Article 7 VI hereof becomes incapable would not be satisfied (a "DEAC Breach"), and such breach, if capable of being satisfied or (ii) if after notice and cure, has not been cured within twenty (20) business days opportunity to cureafter receipt by DEAC of a written notice from POM setting forth in detail the nature of such DEAC Breach; (d) By either DEAC or POM, if the Second Closing shall not have consummated before August 14, 2016, or if after the Second Closing, the Company or Bancorp are otherwise in material default under Third Closing shall not have consummated before December 31, 2016; provided, however, that this Agreement may be extended by written notice of either POM or DEAC if such material default is incapable the Second Closing or Third Closing shall not have been consummated as a result of being curedPOM 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; provided and further provided, however, that the right to terminate this Agreement under this Section 10.1(c8.2(d) shall not be available to Parent 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 POM 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 POM or DEAC if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of other party breaches any of its representations, warranties, covenants or obligations contained hereinin Section 4.3 hereof in any material respect; orOR (dg) by Bancorp on or prior to By either POM if DEAC Material Adverse Effect occurs following the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereindate hereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime prior to the Closing: (a) by mutual written consent of Parent Seller and Bancorp;Purchaser; 35 44 (b) by (i) Parent either Seller or (ii) BancorpPurchaser, upon written notice to the other, if the Closing has transactions contemplated by this Agreement are not occurred consummated on or before March 1June 29, 2007 2001 (the “"Termination Date”"); provided that if any Party has breached or defaulted with respect , unless the failure of such occurrence is due to its obligations under this Agreement on or before such date, such Party may not the failure of the party seeking to terminate this Agreement pursuant to this Section 10.1(b), and each other Party perform or to this Agreement may observe the agreements set forth herein at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if before the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpClosing; (c) by Parenteither Seller or Purchaser, prior upon written notice to the Termination Dateother, if (i) any there is a material breach of an obligation of the conditions specified other party hereunder and such breach is not remedied within thirty (30) calendar days after receipt by such breaching party of notice in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results writing from the non-breaching party, specifying the nature of such breach by Parent of any of its representations, warranties, covenants or obligations contained herein; orand requesting that it be remedied; (d) by Bancorp on either Seller or prior Purchaser, upon written notice to the Termination Dateother, if (i) any court or governmental authority of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; (e) by either Seller or Purchaser, upon written notice to the other, following the expiration of its representationsthirty (30) calendar days after any Governmental Entity shall have denied or refused to grant the approvals or consents required to be obtained pursuant to this Agreement, warrantiesunless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, covenants or obligations contained hereinappeal the decision of, the regulatory authority which denied or refused to grant approval thereof; or (f) In the event that Seller cannot convey marketable title pursuant to Section 6.1 of Exhibit "G." or Seller cannot cure Objections pursuant to Section 6.2 of Exhibit "G." 13.

Methods of Termination. This Agreement may be terminated and the ---------------------- transactions contemplated hereby may be abandoned at any timetime prior to the Closing: (a) by the mutual written consent of Parent and Bancorp;Target (with the unanimous approval of the Board of Directors); or (b) by Parent, if all of the conditions set forth in Section 6.1 hereof shall not have been satisfied or waived on or prior to the later of (i) Parent the first business day that occurs 45 days following the SEC No Comments Date, plus, if applicable, the number of days, if any, then remaining in the cure periods pursuant to Sections 7.1(d) and 7.1(e) hereof (the "Initial Termination Date") or (ii) Bancorpif Parent shall have deposited the Second Optional Deposit into the Escrow Account not later than 5:00 p.m. (Chicago time) on the Initial Termination Date, if the Closing has not occurred on or before March 1, 2007 first business day that occurs 30 days following the Initial Termination Date (the “later of such dates, the "Termination Date”"); provided provided, however, that Parent shall not have the right to terminate this -------- ------- Agreement pursuant to this subsection if such conditions have not been satisfied due to Buyer's failure to fulfill or Buyer's breach of any Party has breached or defaulted with respect to of its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of LawAgreement; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp;or (c) by ParentTarget (with the approval of its Board of Directors and the Special Committee), if all of the conditions set forth in Section 6.2 hereof shall not have been satisfied or waived on or prior to the Termination Date; provided, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to curehowever, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that Target shall not have the right to terminate this -------- ------- Agreement under pursuant to this Section 10.1(c) shall subsection if such conditions have not be available been satisfied due to Parent if the nonfulfillment of the conditions Target's failure to Parent’s obligation to close set forth in Article 7 results from the fulfill or Target's breach by Parent of any of its representations, warranties, covenants or obligations contained hereinunder this Agreement; or (d) by Bancorp on Parent, if Target, Target's Board of Directors or prior the Special Committee shall have breached any representation, warranty or covenant set forth in this Agreement, or if any representation or warranty shall have become untrue, in either case, such that the conditions set forth in Section 6.1(a) or Section 6.1(b) hereof would not be satisfied; provided that, as long as written -------- notice of such breach is given to Target not later than 45 days following the Termination SEC No Comments Date, if (i) any such breach is curable by Target through the exercise of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice its reasonable best efforts and twenty (20) days opportunity for so long as Target continues to cureexercise such reasonable best efforts, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that shall not have the right to terminate this Agreement under pursuant to this Section 10.1(dsubsection unless such breach has not been cured within 30 days after the giving of such written notice to Target; or (e) by Target (with the approval of its Board of Directors and the Special Committee), if Buyer shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close have breached any representation, warranty or covenant set forth in Article 8 results from this Agreement, or if any representation or warranty shall have become untrue, in either case, such that the conditions set forth in Section 6.2(a) or Section 6.2(b) hereof would not be satisfied; provided that, -------- as long as written notice of such breach is given to Buyer not later than 45 days following the SEC No Comments Date, if such breach is curable by Bancorp Buyer through the exercise of their reasonable best efforts and for so long as Buyer continues to exercise such reasonable best efforts, Target shall not have the right to terminate this Agreement pursuant to this subsection unless such breach has not been cured within 30 days after the giving of such written notice to Buyer; or (f) by either Target or Parent if a Stockholders Meeting contemplated by Section 5.2(c) hereof (including any adjournment or postponement thereof) shall have been held and the stockholders of Target shall have failed to approved the Merger in accordance with the Organizational Documents of Target and the DGCL; or (g) by Target in connection with entering into a definitive agreement concerning a Superior Proposal, subject to and in accordance with Target's compliance with Section 5.3 hereof (including the notice provisions therein) and Section 7.4 hereof (including the termination fee provisions therein); or (h) by Parent if the Board of Directors of Target or the Special Committee shall have withdrawn or modified in a manner adverse to Buyer its representations, warranties, covenants approval or obligations contained hereinrecommendation of this Agreement and the Merger.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) by mutual consent of Parent and Bancorp; (b) by (i) Parent Seller or (ii) Bancorp, Purchaser if the Closing has not occurred on or before March 1the 200th day following the date hereof, 2007 (the “Termination Date”); provided that if this right to terminate shall not be available to any Party has breached or defaulted with respect party whose failure to its perform an obligation in breach of such party's obligations under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such time; (b) at any time on or before such date, such Party may not terminate this Agreement pursuant prior to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Effective Time by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpPurchaser and Seller; (c) by Parent, prior to the Termination Date, Purchaser in writing if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from 8 of this Agreement shall not have been met by Seller or waived in writing by Purchaser prior to the date fixed for Closing, plus any reasonable adjournment thereof, provided that Purchaser's failure to perform an obligation in breach by Parent of any of its representationsobligations under this Agreement was not the cause of, warrantiesor resulted in, covenants or obligations contained herein; orSeller's failure to fulfill any such condition; (d) by Bancorp on Seller in writing if the conditions set forth in Article 9 of this Agreement shall not have been met by Purchaser or waived in writing by Seller prior to the Termination Datedate fixed for Closing, plus any reasonable adjournment thereof, 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 and on the date of the notice of breach referred to below), or in breach in any material respect of any covenant, undertaking or 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 Effective Time; or (f) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied approval of any application for a Regulatory Approval (it being understood that a request for additional information shall not constitute a denial of approval) or by Purchaser if any condition, commitment or requirement is imposed in connection with any Regulatory Approval that would adversely affect in a material way (i) any Purchaser's operation of all the conditions specified in Article 8 hereof becomes incapable of being satisfied Branch Offices or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement Purchaser or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants Affiliates with respect to their present businesses or obligations contained hereinactivities.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by the mutual consent written agreement of Parent and Bancorpthe Parties; (b) by (i) Parent or (ii) Bancorpwritten notice from VNR and VNG to the Nami Parties specifying with particularity the applicable Breach, if Nami Parties have committed a Breach, and such Breach would result in the failure of any condition to Closing has not occurred on or before March 1, 2007 (the “Termination Date”set forth in Section 6.3(c); provided that provided, if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such dateBreach is curable through the exercise of commercially reasonable efforts, such Party then VNR and VNG may not only terminate this Agreement if such Breach is not cured by the Nami Parties, within thirty (30) days after the receipt by a party of a Notification provided pursuant to this Section 10.1(b)9.4 specifying with particularity such Breach; provided, and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result any right of the breach of Parent of its covenant herein with respect Nami Parties, to obtaining approval of any applicable Governmental Authority, Parent may not cure a Breach will terminate this Agreement without on the consent of BancorpOutside Date; (c) by Parentwritten notice from the Nami Parties to VNR and/or VNG specifying with particularity the applicable Breach, prior if VNR and/or VNG have committed a Breach, and such Breach would result in the failure of any condition to Closing set forth in Section 6.3(b); provided, if such Breach is curable through the exercise of commercially reasonable efforts, then the Nami Parties may only terminate this Agreement if such Breach is not cured by VNR and/or VNC, as applicable, within thirty (30) days after the receipt of a Notification provided pursuant to Section 9.4 specifying with particularity such Breach; provided, further, that any right of VNR and/or VNG, as applicable, to cure a Breach will terminate on the Outside Date; (d) by written notice from either the Nami Parties or VNR and/or VNG to the Termination other Party, if any condition to the terminating Party’s obligation to proceed with the Closing is not satisfied on or before the Outside Date, or if (i) any satisfied prior thereto, does not remain satisfied on the Closing Date, and non-satisfaction of such condition was not the result of the conditions specified other Party’s Breach, provided that no Party whose Breach has resulted in Article 7 hereof becomes incapable of a condition to such Party’s obligation to proceed with Closing not being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that will have the right to terminate this Agreement under this Section 10.1(c7.1(d); (e) by written notice from the Nami Parties to VNR and/or VNG, if after the date of this Agreement a Material Adverse Effect has occurred and is continuing; (f) by written notice from the Nami Parties to VNR and/or VNG upon the occurrence of any of the following actions by Operating Entities, unless the Nami Parties consent in writing within twenty Business Days from the receipt of written notice from the VNG and/or VNR of the intent of the Operating Entities to effect such event: (i) the issuance, delivery, sale, pledge or disposition of any (A) equity securities or partnership units of any class, (B) debt securities having the right to vote on any matters on which holders of capital stock or members or partners of the same issuer may vote or (C) securities convertible into or exercisable for, or any rights, warrants, calls or options to acquire, any such securities; (ii) the creation, incurrence, guarantee or assumption any new indebtedness for borrowed money in excess of $50,000 in the aggregate; (iii) the acquisition of any material properties or assets in excess of $50,000 in the aggregate; (iv) the making of any capital expenditures in excess of $ 50,000 in addition to the amounts of capital expenditures that were included in the 2011 budget; (v) the entering into of any leases of real property, other than renewals of existing leases in the ordinary course of business, the net present value (calculated at the weighted average interest rate on the Partnership’s indebtedness) of which exceeds $50,000; and (vi) the sale of any assets with proceeds to the Operating Entities in excess of $50,000 in the aggregate. Any of the foregoing actions that are consented to by the Nami entities pursuant to this Section 7.1(f) shall not be available the basis for the Nami Entities to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of assert either that VNG and/or VNR have committed a Breach for any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default purpose under this Agreement Agreement, or if that any condition to Closing would fail or has failed as a result of such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinaction.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time: 10.1.1 By mutual consent of the Purchaser and Majority Holder(s); 10.1.2 By the Majority Holder in writing, without liability, if the Purchaser shall (a) fail to perform in any material respect its agreements contained herein required to be performed by mutual consent of Parent and Bancorp; it on or prior to the Closing Date; or (b) by materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (i10) Parent or (ii) Bancorp, if days after the Closing Majority Holder has not occurred on or before March 1, 2007 (notified the “Termination Date”); provided that if any Party has breached or defaulted with respect Purchaser of its intent to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b)10.1.2; 10.1.3 By the Purchaser in writing, and each other Party without liability, if either the Corporation or the Sellers shall (a) fail to perform in any material respect their agreements contained herein required to be performed by them on or prior to the Closing Date; or (b) materially breach any of their representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after the Purchaser has notified the Majority Holder of its intent to terminate this Agreement pursuant to this Agreement may at its option enforce its rights against Section 10.1.3; 10.1.4 By either Majority Holder or the Purchaser in writing, without liability, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Purchaser, the Sellers or the Corporation, which prohibits or restrains the Purchaser, the Sellers or the Corporation from consummating the transactions contemplated hereby, provided that the Purchaser, the Sellers and the Corporation shall have used their reasonable, good faith efforts to have any such breaching order, writ, injunction or defaulting Party decree lifted and seek the same shall not have been lifted within (thirty) 30 days after entry, by any remedies against such Partycourt or governmental or regulatory agency; or 10.1.5 By either Majority Holder or the Purchaser, in either case as provided hereunder or under applicable Requirements of Law; provided furtherwriting, howeverwithout liability, that if for any reason the Closing has not occurred by the Termination Date solely November 5, 2009 other than as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without by the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right party attempting to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time: 10.1.1 By mutual consent of the Purchaser and Sellers; 10.1.2 By the Sellers in writing, without liability, if the Purchaser shall (a) fail to perform in any material respect its agreements contained herein required to be performed by mutual consent of Parent and Bancorp; it on or prior to the Closing Date; or (b) by materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (i10) Parent or (ii) Bancorp, if days after the Closing has not occurred on or before March 1, 2007 (Sellers have notified the “Termination Date”); provided that if any Party has breached or defaulted with respect Purchaser of their intent to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b)10.1.2; 10.1.3 By the Purchaser in writing, and each other Party without liability, if either the Corporation or the Sellers shall (a) fail to perform in any material respect their agreements contained herein required to be performed by them on or prior to the Closing Date; or (b) materially breach any of their representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after the Purchaser has notified the Sellers of its intent to terminate this Agreement pursuant to this Agreement may at its option enforce its rights against Section 10.1.3; 10.1.4 By either the Sellers or the Purchaser in writing, without liability, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Purchaser, the Sellers or the Corporation, which prohibits or restrains the Purchaser, the Sellers or the Corporation from consummating the transactions contemplated hereby, provided that the Purchaser, the Sellers and the Corporation shall have used their reasonable, good faith efforts to have any such breaching order, writ, injunction or defaulting Party decree lifted and seek the same shall not have been lifted within (thirty) 30 days after entry, by any remedies against such Partycourt or governmental or regulatory agency; 10.1.5 By either the Sellers or the Purchaser, in either case as provided hereunder or under applicable Requirements of Law; provided furtherwriting, howeverwithout liability, that if for any reason the Closing has not occurred by the Termination Date solely June 15, 2010 other than as a result of the material breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without by the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right party attempting to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by a. By the mutual written consent of Parent the Homeland Shareholders, Homeland and BancorpBenaco; b. By Benaco, upon a material breach of any representation, warranty, covenant or agreement on the part of Homeland, the Homeland Shareholders or the Homeland Creditors set forth in this Agreement, or if any representation or warranty of Homeland, the Homeland Shareholders or the Homeland Creditors shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (ba "Homeland Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) business 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 Homeland, the Homeland Shareholders, or the Homeland Creditors, upon a material breach of any representation, warranty, covenant or agreement on the part of Benaco set forth in this Agreement, or, if any representation or warranty of Benaco shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (ia "Benaco Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) Parent or (ii) Bancorpbusiness 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 any party, if the Closing has shall not occurred on or have consummated before March 1, 2007 ninety (90) days after the “Termination Date”)date hereof; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that this Agreement may be extended by written notice of either Homeland or Benaco, if the Closing has shall not occurred by the Termination Date solely have been consummated as a result of the breach of Parent of its covenant herein Benaco or Homeland having failed to receive all required regulatory approvals or consents with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without transaction or as the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any result of the conditions specified entering of an order as described in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice this Agreement; and twenty (20) days opportunity to curefurther provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided however, that the right to terminate this Agreement under this Section 10.1(c7.1(d) shall not be available to Parent if the nonfulfillment of the conditions any party whose failure to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of fulfill any of its representations, warranties, covenants or obligations contained herein; or (d) by Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement has been the cause of, or if such material default is incapable of being cured; provided that resulted in, the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment failure of the conditions Closing to Bancorp’s obligation occur on or before this date. 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 close set forth in Article 8 results from lift), which permanently restrains, enjoins or otherwise prohibits the breach transactions contemplated by Bancorp of any of its representations, warranties, covenants or obligations contained hereinthis Agreement.

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a1) by mutual consent either Purchaser or Seller in writing five calendar days in advance of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorpsuch termination, if the Closing has not occurred on or before March 1by May 31, 2007 (the “Termination Date”)2004; provided that if any Party has breached or defaulted with respect a party shall not be permitted to its obligations under terminate this Agreement on such date if the failure of the Closing to occur prior to such date arises out of or before such dateresults from the actions, such Party may inactions, or omissions of the terminating party; (2) at any time on or prior to the Effective Time by the mutual consent in writing of Seller and Purchaser; (3) 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 prior to the Closing Date; (4) by Purchaser in writing if the conditions set forth in Article VIII of this Agreement shall not have been met by Seller or waived in writing by Purchaser prior to the Closing Date; (5) by Purchaser in writing if it exercises its option to terminate this Agreement pursuant to this Section 10.1(bparagraphs 2.10(c), 2.10(d) or 2.11(b) hereof. (6) 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 each other Party 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 this Agreement may at its option enforce its rights against 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 defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Lawthe Effective Time; provided furtherprovided, however, that if the Closing has not occurred by the Termination Date solely as a result of the there shall be no cure period in connection with any breach of Parent Section 7.3 hereof, so long as such breach by Purchaser was not caused by any action or inaction of its covenant herein with respect to obtaining approval of any applicable Governmental AuthoritySeller, Parent and Seller may not terminate this Agreement without immediately if regulatory applications are not filed within 30 calendar days after the consent date of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; as provided in that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained hereinsection; or (d7) by Bancorp on Seller or prior to the Termination Date, if (i) Purchaser in writing at any time after any applicable regulatory authority has denied approval of any application of Purchaser for approval of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained transactions contemplated herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by a. By the mutual written consent of Parent King Harbour and BancorpOCEE; b. By OCEE, on a material breach on the part of Tiger Fair or King Harbour of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Tiger Fair or King Harbour shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (ba "Tiger Fair Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by Tiger Fair and King Harbour of a written notice from OCEE setting forth in detail the nature of such Tiger Fair Breach; c. By King Harbour, upon a material breach on the part of OCEE of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of OCEE shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (ia "OCEE Breach"), and such breach, if capable of cure, has not been cured within ten (10) Parent days after receipt by OCEE of a written notice from King Harbour setting forth in detail the nature of such OCEE Breach; d. By either OCEE or (ii) BancorpKing Harbour, if the Closing has shall not occurred on or have consummated before March 1, 2007 ninety (90) days after the “Termination Date”)date hereof; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that this Agreement may be extended by written notice of either King Harbour or OCEE if the Closing has shall not occurred by the Termination Date solely have been consummated as a result of the breach of Parent of its covenant herein Tiger Fair or OCEE having failed to receive all required regulatory approvals or consents with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without transaction or as the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any result of the conditions specified entering of an order as described in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice this Agreement; and twenty (20) days opportunity to curefurther provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided however, that the right to terminate this Agreement under this Section 10.1(c8.1(d) shall not be available to Parent if any party whose failure to fulfill any obligations under this Agreement has been the nonfulfillment cause of, or resulted in, the failure of the conditions Closing to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants occur on or obligations contained hereinbefore this date; or e. By either King Harbour or OCEE 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 (d) 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 Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by a. By the mutual written consent of Parent Zhang, Innomind and BancorpJMC; b. By JMC upon a material breach on the part of Zhang or Innomind of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Zhang or Innomind shall become untrue, in either case such that any of the conditions set forth in Article VIII hereof would not be satisfied (ba "Zhang /Innomind Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by Zhang and Innomind of a written notice from JMC setting forth in detail the nature of such Zhang/Innomind Breach; c. By Zhang and Innomind, upon a material breach on the part of JMC of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of JMC shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (ia "JMC Breach"), and such breach, if capable of cure, has not been cured within ten (10) Parent days after receipt by JMC of a written notice from Zhang and Innomind setting forth in detail the nature of such JMC Breach; d. By either JMC or (ii) BancorpZhang and Innomind, if the Closing has shall not occurred on or have been consummated before March 1, 2007 ninety (90) days after the “Termination Date”)date hereof; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided furtherprovided, however, that this Agreement may be extended by written notice of either Zhang and Innomind or of JMC if the Closing has shall not occurred by the Termination Date solely have been consummated as a result of the breach of Parent of its covenant herein Innomind or JMC having failed to receive all required regulatory approvals or consents with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without transaction or as the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any result of the conditions specified entering of an order as described in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice this Agreement; and twenty (20) days opportunity to curefurther provided, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided however, that the right to terminate this Agreement under this Section 10.1(c9.1(d) shall not be available to Parent if any party whose failure to fulfill any obligations under this Agreement has been the nonfulfillment cause of, or resulted in, the failure of the conditions Closing to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants occur on or obligations contained hereinbefore this date; or e. By either Zhang and Innomind or JMC 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 (d) 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 Bancorp on or prior to the Termination Date, if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained hereinAgreement.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated at any timeterminated: (a) by By mutual consent of Parent the Buyer and Bancorp;Seller; or (b) by (i) Parent By the Buyer on the Closing Date or (ii) Bancorpthereafter provided the Buyer is not in default hereunder, if any of the conditions provided for in Article VII of this Agreement (other than conditions precedent which are contemplated to be satisfied at the Closing, unless such conditions precedent are not likely to be satisfied at such time) shall not have been met or waived in writing by Buyer on or prior to the Closing has not occurred on Date or before March 1, 2007 (prior to the “Termination Date”)date such right to terminate is exercised; provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp;or (c) by Parent, prior to By the Termination DateSeller on the Closing Date or thereafter provided the Seller is not in default hereunder, if (i) any of the conditions specified provided for in Article 7 hereof becomes incapable VI of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement (other than conditions precedent which are contemplated to be satisfied at the Closing, unless such conditions are not likely to be satisfied at such time) shall not have been met or if waived in writing by Seller prior to the Closing Date or prior to the date such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained hereinis executed; or (d) By the Buyer if not in default hereunder or the Seller if not in default hereunder if the Closing of this transaction has not occurred by Bancorp on August 15, 2001. (e) In the event that this Agreement is terminated as a result of a Seller default hereunder, or prior to the Termination Date, if (i) any failure of either of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close precedent set forth in Article 8 results from Section 6.17 or 6.18 to be satisfied, Seller's sole responsibility and liability to the breach by Bancorp of any of Buyer hereunder (subject to Section 10.2) shall be to reimburse the Buyer for its representations, warranties, covenants or obligations contained hereinverifiable costs and expenses associated with the Post Signing Environmental Site Assessment.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time: (a) by mutual consent of Parent the Purchasers and Bancorpthe Sellers; (b) by the Purchasers if the Bankruptcy Court does not enter an order approving the No-Shop Provisions and the Break-Up Fee on or prior to February 11, 2002 or such order as entered does not become a Final Order; (c) by the Purchaser or the Sellers if (i) Parent an interim order approving post-petition financing under Section 364 of the Bankruptcy Code (the "INTERIM DIP ORDER") shall not have been entered by the Bankruptcy Court on or prior to February 11, 2002 or (ii) Bancorpthe Interim DIP Order as entered does not remain in full force and effect or shall have been stayed, reversed, amended, or modified in any respect; (d) by the Purchasers if (i) not later than twenty (20) days after entry of the Interim DIP Order, an order in form and substance satisfactory to the Purchasers in their sole and absolute discretion, authorizing additional borrowings under the Sellers' post-petition financing under Section 364 of the Bankruptcy Code shall not have been entered by the Bankruptcy Court (the "FINAL DIP ORDER") or (ii) such Final DIP Order does not become a Final Order; (e) by the Purchasers if the Sellers have breached the terms of or a Default or Event of Default (as such terms are defined in the DIP Financing) exists under the DIP Financing, which breach or default is not cured or the DIP Financing is not fully repaid within five (5) days from the date on which the Purchasers have provided the Sellers and the Bank Group with notice of such breach or Default or Event of Default; (f) by the Purchasers if (i) at any time the representations and warranties of the Sellers in Article II (with the exception of the Sellers' representations set forth in Section 2.21 hereto, and with the exception of the Sellers' representations with respect to the MOCVD operations and solar cell processing, "fabrication," operations), shall not be true and correct in all material respects, except for representations and warranties which are qualified by materiality which shall be true and correct (for the purpose of materiality in this Section 11.1(f), a representation or warranty will be deemed not to be true in all material respects if, as a result of any change or condition arising between the date of signing this Agreement and the Closing Date, the Business (other than the MOCVD operations and solar cell processing, "fabrication," operations) cannot be operated in the normal course and/or there is an interruption in the operations of the Business (other than the MOCVD operations and solar cell processing, "fabrication," operations) which is reasonably expected to last in excess of fifteen (15) days)), or (ii) if as of the Closing Date any of the conditions specified in Article VIII hereof have not been satisfied or if any Sellers are otherwise in default under this Agreement; (g) by the Sellers if as of the Closing Date any of the conditions specified in Article IX hereof have not been satisfied or if any of the Purchasers is otherwise in default under this Agreement; (h) by the Purchasers if the Sellers enter into an Alternative Transaction; (i) by the Purchasers if any of the Bank Group or Westar breaches the terms and conditions of the Forbearance Agreements; (j) by the Purchasers or the Sellers if a motion to dismiss the Chapter 11 Case or a motion to convert the Chapter 11 Case or appoint a trustee or examiner has been granted in the Chapter 11 Case; (k) by the Purchasers or the Sellers if the Asset Sale Order is not occurred entered by the Bankruptcy Court on or prior to March 5, 2002 or such order does not become a Final Order; (l) by the Purchasers or the Sellers if the transactions contemplated pursuant to this Agreement are not consummated on or before March 115, 2007 (the “Termination Date”)2002; provided that PROVIDED THAT if any Party party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party party to this Agreement may at its option enforce its rights against such breaching or defaulting Party party and seek any remedies against such Partyparty, in either case as provided hereunder or under and by applicable Requirements of Law; provided further, however, that if the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of Bancorp; (c) by Parent, prior to the Termination Date, if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained hereinRegulation; or (dm) by Bancorp on either the Purchasers or prior to the Termination DateSellers if there shall be in effect a stay pending appeal or other order restraining, if (i) any enjoining or otherwise prohibiting the consummation of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained transactions contemplated herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any timetime before the Closing: (a) by the mutual consent written agreement of Parent the Seller and BancorpBuyer; (b) by (i) Parent or (ii) Bancorpwritten notice from Seller to the Buyer specifying with particularity the applicable Breach, if Buyer has committed a Breach, and such Breach would result in the failure of any condition to Closing has not occurred on or before March 1set forth in Section 6.3; provided, 2007 (if such Breach is curable through the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such dateexercise of commercially reasonable efforts, such Party then the Seller may not only terminate this Agreement if such Breach is not cured by Buyer as applicable, within thirty (30) days after the receipt by the Buyer of a Notification provided pursuant to this Section 10.1(b), and each other Party 9.4 specifying with particularity such Breach to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if cure a Breach will terminate on the Closing has not occurred by the Termination Date solely as a result of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpOutside Date; (c) by Parentwritten notice from Buyer to Seller specifying with particularity the applicable Breach, prior if the Seller has committed a Breach, and such Breach would result in the failure of the condition to Closing set forth in Section 6.2; provided, if such Breach is curable through the exercise of commercially reasonable efforts, then Buyer may only terminate this Agreement if such Breach is not cured within thirty (30) days after the receipt by the Seller of a Notification provided pursuant to Section 9.4 specifying with particularity such Breach; provided, further, that any right of Seller to cure a Breach will terminate on the Outside Date; (d) by written notice from either the Seller or Buyer to the Termination other Party, if any condition to the terminating Party’s obligation to proceed with the Closing is not satisfied on or before April 30, 2011 (the “Outside Date”), or if satisfied prior thereto, does not remain satisfied on the Closing Date, if (i) any and non-satisfaction of such condition was not the result of the conditions specified other Party’s Breach, provided that no Party whose Breach has resulted in Article 7 hereof becomes incapable of a condition to such Party’s obligation to proceed with Closing not being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that will have the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; or7.1(d); (de) by Bancorp on or prior written notice from Buyer to the Termination DateSeller, if (i) any after the date of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or a Material Adverse Effect has occurred and is continuing with regard to the Seller; (f) by written notice from Seller to Buyer, if such material default is incapable after the date of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available a Material Adverse Effect with regard to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from the breach by Bancorp of any of its representations, warranties, covenants or obligations contained herein.Alamo has occurred and is continuing;

Methods of Termination. This Agreement may be terminated at in any timeof the following ways: (a) by mutual consent either Buyer or Seller, in writing five calendar days in advance of Parent and Bancorp; (b) by (i) Parent or (ii) Bancorpsuch termination, if the Closing has not occurred by June 30, 2003, and such failure to close the transactions contemplated by this Agreement has not been caused by a breach of this Agreement by the terminating party; (b) at any time on or before March 1, 2007 (prior to the “Termination Date”); provided that if any Party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such Party may not terminate this Agreement pursuant to this Section 10.1(b), and each other Party to this Agreement may at its option enforce its rights against such breaching or defaulting Party and seek any remedies against such Party, in either case as provided hereunder or under applicable Requirements of Law; provided further, however, that if the Closing has not occurred Effective Time by the Termination Date solely as a result mutual consent in writing of the breach of Parent of its covenant herein with respect to obtaining approval of any applicable Governmental Authority, Parent may not terminate this Agreement without the consent of BancorpSeller and Buyer; (c) by Parent, prior to the Termination Date, Seller in writing if (i) any of the conditions specified in Article 7 hereof becomes incapable of being satisfied or (ii) if after notice and twenty (20) days opportunity to cure, the Company or Bancorp are otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Parent if the nonfulfillment of the conditions to Parent’s obligation to close set forth in Article 7 results from IX of this Agreement shall not have been met by Buyer or waived in writing by Seller prior to the breach by Parent of any of its representations, warranties, covenants or obligations contained herein; orClosing Date; (d) by Bancorp on or prior to the Termination Date, Buyer in writing if (i) any of the conditions specified in Article 8 hereof becomes incapable of being satisfied or (ii) if, after notice and twenty (20) days opportunity to cure, Parent is otherwise in material default under this Agreement or if such material default is incapable of being cured; provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Bancorp if the nonfulfillment of the conditions to Bancorp’s obligation to close set forth in Article 8 results from VIII of this Agreement shall not have been met by Seller or waived in writing by Buyer prior to the Closing Date; (e) any time prior to the Effective Time, by Buyer 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 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 Bancorp Buyer was not caused by any action or inaction of Seller, and Seller may terminate this Agreement immediately if regulatory applications are not filed within 21 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 approval of any application of its representations, warranties, covenants or obligations contained Buyer for approval of the transactions contemplated herein.