Common use of Methods of Termination Clause in Contracts

Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned in whole at any time before the Closing (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided however, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in this Agreement has been breached or was or is not true and correct, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior to September 30, 2000, unless the failure to close is a result of the actions or omissions of the party seeking to terminate this Agreement.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the transactions contemplated hereby may be abandoned in whole at any time before the Closing Closing: 1) By the mutual written consent of Ovale and Orion; 2) By Orion, upon a material breach of any representation, warranty, covenant or agreement on the part of Ovale and the Ovale shareholders set forth in this Agreement, or if any representation or warranty of Ovale shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied an "Ovale Breach"), and such breach shall, if capable of cure, have not been cured within ten (i10) 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; 3) By Ovale, upon a material breach of any representation, warranty, covenant or agreement on the part of Orion set forth in this Agreement, or, if any representation or warranty of Orion shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (an "Orion Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; 4) By either Ovale or Orion, if the PLM Stockholder Approval Closing shall not have been obtained consummated on or before October 30, 2004, provided, however, that this Agreement may be extended by reason written notice of either Ovale or Orion, if the Closing shall not have been consummated as a result of Orion or Ovale having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the failure to obtain the required vote at a meeting entering of PLM's stockholders duly convened therefor or at any adjournment thereofan order as described in this Agreement; provided and further provided, however, that the right to terminate this Agreement under this Section 10.1(i8.1(4) shall not be available to any of Sellers where the party whose failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of fulfill any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in obligations under this Agreement has been breached the cause of, or was resulted in, the failure of the Closing to occur on or is not true and correctbefore this date. 5) By either Ovale or Orion if a court of competent jurisdiction or governmental, provided that such breach results regulatory or would result in aggregate Damages under this Agreement and under administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree, or ruling the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00parties hereto shall use its best efforts to lift), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyerwhich permanently restrains, (iv) enjoins or otherwise prohibits the transactions contemplated by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior to September 30, 2000, unless the failure to close is a result of the actions or omissions of the party seeking to terminate this Agreement.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the Contemplated Transactions may be abandoned in whole at any time before as follows: (a) by mutual written consent of Seller and Buyer; (b) by either of Seller, on the Closing one hand, or Buyer, on the other hand, upon written notice to the other Party: (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided however, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in this Agreement has been breached or was or is not true and correct, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior before September 5, 2024 (the “Initial Termination Date”), provided, however, that either Buyer or Seller may elect to September 30extend the Initial Termination Date to December 4, 20002024 (the “Extended Termination 72 Date”), unless in the event the Closing has not occurred by the Initial Termination Date, due to the failure of any of the conditions set forth in Section 6.4 (Required Regulatory Approvals), Section 6.6 (No Burdensome Condition), or Section 7.4 (Required Regulatory Approvals) being met; provided that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to close is a result satisfy the conditions to its obligations to consummate the Closing set forth in Article VI or Article VII, as applicable, prior to the Termination Date or (2) the failure of the actions Closing to have occurred prior to the Termination Date; or omissions (ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have become final and non-appealable; (c) by Buyer, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the party seeking failure of a condition set forth in Section 6.2 or Section 6.3, respectively, and (ii) cannot be cured by Seller by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Buyer stating Xxxxx’s intention to terminate this Agreement pursuant to this Section 9.1(c); provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (d) by Seller, if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement., which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2 or Section 7.3, respectively, and (ii) cannot be cured by Buyer by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Seller stating Seller’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination; provided that, Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder. Section 9.2

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the transactions herein contemplated may be abandoned in whole at any time before the Closing (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided however, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing Date: (i) by mutual consent of Seller and Buyer; or (ii) by Buyer at any time after December 31, 2000 if any of the conditions provided for in the event that Buyer reasonably believes that any representation, warranty or covenant Article 6 of any Seller in this Agreement shall remain unsatisfied and not have been waived in writing by Buyer prior to such date; provided, that if any condition in Article 6 has not been breached so satisfied or was or is waived and diligent efforts are being undertaken to satisfy such condition, including, but not true and correctlimited to, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days efforts to cure any breach of any representation or warranty, and the Virginia State Corporation Commission extends the time limit for the sale of VNG by Seller, then the references to December 31, 2000 in this Section 9.1(ii) shall be extended for up to the shorter of (A) 90 days or (B) the period of the Virginia State Corporation Commission extension, so long as such diligent efforts continue; or (iii) by Seller at any time after December 31, 2000 if any of the conditions provided for in Article 7 of this Agreement shall remain unsatisfied or not have been waived in writing by Seller prior to such date; provided, that if any condition in Article 7 has not been so satisfied or waived and diligent efforts are being undertaken to satisfy such condition, including, but not limited to, efforts to cure any breach after receipt of written notice thereof from Buyerany representation or warranty, and the Virginia State Corporation Commission extends the time limit for the sale of VNG by Seller, then the references to December 31, 2000 in this Section 9.1(iii) shall be extended for up to the shorter of (A) 90 days or (B) the period of the Virginia State Corporation Commission extension, so long as such diligent efforts continue; (iv) by Sellers at any time Buyer, upon not less than 30 days prior to the Closing written notice, if Sellers reasonably believe that any representationthere has been a violation or breach by Seller of its agreements, warranty representations or covenant of Buyer warranties contained in this Agreement has been materially breached Agreement, or was if Seller notifies Buyer of a matter pursuant to Section 5.6, and such violation, breach or disclosed matter would, individually or in conjunction with past violations, breaches or disclosed matters, have a Material Adverse Effect which is not materially true and correct, provided that Buyer shall have 5 business days susceptible to cure any such breach after receipt (or if so susceptible is not the subject of diligent efforts on the part of the breaching party to cure within the cure periods provided in Section 9.1(ii)). Any written notice thereof from Sellers, provided by Buyer pursuant to this subsection shall reference this subsection and specify in reasonable detail the claimed violation and breach which Buyer claims as a basis for the exercise of its rights under this subsection; or (v) by any partySeller upon not less than 30 days prior written notice, if there has been a material violation or breach by Buyer of its agreements, representations or warranties contained in this Agreement, or if Buyer notifies Seller of a matter pursuant to Section 5.6, and such violation, breach or disclosed matter would materially and adversely impair the Closing has ability of Buyer to consummate the transactions contemplated by this Agreement and such violation, breach or disclosed matter is not occurred susceptible to cure (or if so susceptible, is not the subject of diligent efforts on or prior to September 30, 2000, unless the failure to close is a result part of the actions or omissions breaching party to cure within the cure periods provided in Section 9.1(iii)). Any written notice provided by Seller pursuant to this subsection shall reference this subsection and specify in reasonable detail the claimed violation and breach which Seller claims as a basis for the exercise of the party seeking to terminate its rights under this Agreementsubsection.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the transactions contemplated hereby may be abandoned in whole at any time before the Closing Closing: (ia) by the mutual written consent of the Shareholders, HDX, and Phoenix. (b) by Phoenix, upon a material breach of any representation, warranty, covenant or agreement on the part of HDX and the Shareholders set forth in this Agreement, or if any representation or warranty of HDX or the Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "HDX Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) by the Shareholders and HDX, upon a material breach of any representation, warranty, covenant or agreement on the part of Phoenix set forth in this Agreement, or, if any representation or warranty of Phoenix shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (a "Phoenix Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (d) by either the Shareholders and HDX or Phoenix, if the PLM Stockholder Approval Closing shall not have consummated before thirty (30) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either HDX or Phoenix, if the Closing shall not have been obtained by reason consummated as a result of Phoenix, the Shareholders or HDX having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the failure to obtain the required vote at a meeting entering of PLM's stockholders duly convened therefor or at any adjournment thereofan order as described in this Agreement; provided and further provided, however, that the right to terminate this Agreement under this Section 10.1(i8.1(d) shall not be available to any of Sellers where the party whose failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of fulfill any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in obligations under this Agreement has been breached the cause of, or was resulted in, the failure of the Closing to occur on or is not true before this date. (e) by either the Shareholders and correctHDX or Phoenix if a court of competent jurisdiction or governmental, provided that such breach results regulatory or would result in aggregate Damages under this Agreement and under administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00parties hereto shall use its best efforts to lift), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyerwhich permanently restrains, (iv) enjoins or otherwise prohibits the transactions contemplated by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior to September 30, 2000, unless the failure to close is a result of the actions or omissions of the party seeking to terminate this Agreement.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the Contemplated Transactions may be abandoned in whole at any time before as follows: (a) by mutual written consent of Seller and Buyer; (b) by either of Seller, on the Closing one hand, or Buyer, on the other hand, upon written notice to the other Party: (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided however, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in this Agreement has been breached or was or is not true and correct, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior before September 5, 2024 (the “Initial Termination Date”), provided, however, that either Buyer or Seller may elect to September 30extend the Initial Termination Date to December 4, 20002024 (the “Extended Termination Date”), unless in the event the Closing has not occurred by the Initial Termination Date, due to the failure of any of the conditions set forth in Section 6.4 (Required Regulatory Approvals), Section 6.6 (No Burdensome Condition), or Section 7.4 (Required Regulatory Approvals) being met; provided that neither Seller nor Buyer may terminate this 70 4863-6343-8441 v.8 Agreement pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to close is a result satisfy the conditions to its obligations to consummate the Closing set forth in ARTICLE VI or ARTICLE VII, as applicable, prior to the Termination Date or (2) the failure of the actions Closing to have occurred prior to the Termination Date; or omissions (ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have become final and non-appealable; (c) by Buyer, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the party seeking failure of a condition set forth in Section 6.2 or Section 6.3, respectively, and (ii) cannot be cured by Seller by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Buyer stating Buyer’s intention to terminate this Agreement pursuant to this Section 9.1(c); provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (d) by Seller, if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement., which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2 or Section 7.3, respectively, and (ii) cannot be cured by Buyer by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Seller stating Seller’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination; provided that, Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder. Section 9.2

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the transactions contemplated hereby may be abandoned in whole at any time before prior to the Closing Closing: (ia) by any party the mutual written consent of Seller and Purchaser; A-18 24 (b) by Purchaser, if all of the PLM Stockholder Approval conditions set forth in Section 6 of this Agreement shall not have been obtained substantially satisfied or waived on or prior to January 1, 1997; (c) by reason Seller, if all of the conditions set forth in Section 7 or Section 6.3(ii)(a), (b) and (c) of this Agreement shall not have been substantially satisfied or waived on or prior to January 1, 1997; (d) by either Seller or Purchaser if the Closing has not occurred (other than through the failure of any party seeking to obtain terminate this Agreement to comply fully with its obligations under this Agreement) on or before January 30, 1997, or such later date as the required vote at a meeting of PLM's stockholders duly convened therefor parties may mutually agree upon; (e) by Purchaser if Purchaser, in its sole discretion, is not satisfied, on or at any adjournment thereof; provided howeverbefore the Due Diligence Completion Date, that all life insurance policies issued by the Company either have been or are currently in compliance with Code Section 7702 and other applicable Tax law provisions to be defined and qualify as "life insurance contracts" under Section 7702, whether Seller has knowledge of any instance of non- compliance or not. provided, that no party shall have the right to terminate this Agreement under this unilaterally pursuant to Section 10.1(i9.1(b) shall not be available to any of Sellers where or (c) if the failure to obtain consummate the PLM Stockholder Approval transactions contemplated hereby shall have been caused by the action or failure be primarily attributable to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in this Agreement has been breached or was or is not true and correct, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior to September 30, 2000, unless the failure to close is a result of the actions or omissions of the party seeking such unilateral termination or to any affiliate of such party. The party electing to terminate this Agreement.Agreement under section 9.1(b)or (c) shall give notice of such termination to the other party. The notice shall specify with particularity the condition or conditions not satisfied upon which the proposed termination is based. The termination shall be effective following twenty (20) days from the date of receipt of the notice unless the specified unsatisfied condition or conditions have been cured on or before the effective date for termination. 9.2

Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned in whole at any time before but not later than the Closing Closing: (a) By mutual written consent of Jonex, Xxwco, the Company and Shareholders; or (b) By Jonex xx Newco: (i) by on November 2, 1998, if (x) all of the conditions to closing provided for in Articles VIII and IX of this Agreement shall have been met or waived in writing prior to such date and (y) Jonex xxx Newco shall be ready, willing and able to close and the Company or Shareholders shall refuse to close, or (ii) on or after December 31, 1998, if any party if of the PLM Stockholder Approval conditions to closing provided for in Article IX of this Agreement shall not have been obtained met or waived in writing by reason of the failure Jonex xx Newco prior to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereofsuch date; provided provided, however, that no such termination shall result in Jonex xx Newco waiving any rights they may have pursuant to the right proviso to terminate Section 12.3(c) hereof; or (c) By the Company or Shareholders: (i) on November 2, 1998, if (x) all of the conditions to closing provided for in Articles VIII and IX of this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by met or waived in writing prior to such date and (y) the action Company and Shareholders shall be ready, willing and able to close and Jonex xx Newco shall refuse to close, or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent on or after December 31, 1998, if any of the parties, (iii) conditions to closing provided for in Article VIII of this Agreement shall not have been met or waived in writing by Buyer at any time the Company or Shareholders prior to the Closing such date; provided, however, that no such termination shall result in the event that Buyer reasonably believes that Company or Shareholders waiving any representation, warranty or covenant of any Seller in this Agreement has been breached or was or is not true and correct, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall rights they may have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior pursuant to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days proviso to cure any such breach after receipt of written notice thereof from Sellers, or (vSection 12.3(c) by any party, if the Closing has not occurred on or prior to September 30, 2000, unless the failure to close is a result of the actions or omissions of the party seeking to terminate this Agreementhereof. 12.2.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the Contemplated Transactions may be abandoned in whole at any time before as follows: (a) by mutual written consent of Seller and Buyer; (b) by either of Seller, on the Closing one hand, or Buyer, on the other hand, upon written notice to the other Party: (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided however, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or covenant of any Seller in this Agreement has been breached or was or is not true and correct, provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (v) by any party, if the Closing has not occurred on or prior before September 5, 2024 (the “Initial Termination Date”), provided, however, that either Buyer or Seller may elect to September 30extend the Initial Termination Date to December 4, 20002024 (the “Extended Termination Date”), unless in the event the Closing has not occurred by the Initial Termination Date, due to the failure of any of the conditions set forth in Section 6.4 (Required Regulatory Approvals), Section 6.6 (No Burdensome Condition), or Section 7.4 (Required Regulatory Approvals) being met; provided that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(b)(i) if it is in breach of any of its covenants or agreements and such breach has primarily caused or resulted in either (1) the failure to close is a result satisfy the conditions to its obligations to consummate the Closing set forth in Article VI or Article VII, as applicable, prior to the Termination Date or (2) the failure of the actions Closing to have occurred prior to the Termination Date; or omissions (ii) if any Law having the effect set forth in Section 6.1 or Section 7.1 shall not have been reversed, stayed, enjoined, set aside, annulled or suspended and shall be in full force and effect and, in the case of any ruling, decree, judgment, injunction or order of any Governmental Authority (each, a “Restraint”), shall have become final and non-appealable; (c) by Buyer, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the party seeking failure of a condition set forth in Section 6.2 or Section 6.3, respectively, and (ii) cannot be cured by Seller by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Buyer stating Xxxxx’s intention to terminate this Agreement pursuant to this Section 9.1(c); provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (d) by Seller, if Buyer shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement., which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2 or Section 7.3, respectively, and (ii) cannot be cured by Buyer by the Termination Date or, if capable of being cured, shall not have been cured within the earlier of one (1) Business Day prior to the Termination Date and thirty (30) days following receipt of written notice from Seller stating 72 4894-6761-6617 v.11 Seller’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the basis for such termination; provided that, Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder. Section 9.2

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or abandoned in whole at any time before by written notice promptly given to the Closing (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided howeverother parties hereto, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (ii) by mutual consent of the parties, (iii) by Buyer at any time prior to the Closing: by mutual written consent of the Boards of Directors of Federal and CACI Sub; by either CACI Sub or Federal, 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, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or by CACI Sub, if the Closing shall not have occurred on or before December 15, 2000 unless the absence of such occurrence shall be due to the failure of CACI Sub or CACI Parent (or their Subsidiaries or Affiliates) to perform in all material respects each of their respective material obligations under this Agreement required to be performed by it at or prior to the Closing; or by Federal, if the Closing shall not have occurred on or before December 15, 2000 unless the absence of such occurrence shall be due to the failure of Federal (or Affiliates) to perform in all material respects each of their respective material obligations under this Agreement required to be performed by it at or prior to the Closing; or by CACI Sub, if Federal or XXX.XXX shall have (i) withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated herein, or (ii) taken any position inconsistent with such approval or recommendation, including, without limitation, having failed (without the consent of CACI Sub) after a reasonable period of time to reject or disapprove any Acquisition Proposal; or by CACI Sub, in the event that Buyer reasonably believes that of a material breach by Federal or XXX.XXX of any representation, warranty or covenant of any Seller in this Agreement agreement contained herein which has not been breached or was cured or is not true and correct, provided that curable by the earlier of the Closing Date or the thirtieth day after written notice of such breach results was given to Federal; or by Federal, if Federal or XXX.XXX has received without prior solicitation an Acquisition Proposal and its outside legal counsel has advised the Board of Directors in writing that it would result be a breach of their fiduciary responsibilities to refuse to entertain the Acquisition Proposal; or by Federal, in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess event of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such a material breach after receipt by CACI Sub or CACI Parent of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in this Agreement agreement contained herein which has not been materially breached or was cured or is not materially true and correctcurable by the earlier of the Closing Date or the thirtieth day after written notice of such breach was given to CACI Sub; or by Federal, provided that Buyer if CACI Sub or CACI Parent shall have 5 business days withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated hereby. Effect of Failure of Consummation of the Acquisition. In the event of termination under Section 6.1 hereof or if the Acquisition is not consummated for any reason by January 31, 2001, this Agreement (except for Section 4.2.2) shall forthwith become void and there shall be no liability on the part of any of the parties hereto or their respective officers and directors to cure any such breach after receipt of written notice thereof from Sellersthe other party except that (i)in the event that this Agreement is terminated by CACI Sub pursuant to Section 6.1.5 or by Federal pursuant to Section 6.1.7 hereof , Federal shall forthwith pay to CACI Sub the amount set forth in Section 4.5; or (vii) in the event that this Agreement is terminated by any partyFederal pursuant to Section 0 or Section 0 hereof, if CACI Sub and/or CACI Parent shall forthwith pay to Federal the Closing has not occurred on or prior to September 30, 2000, unless the failure to close is a result of the actions or omissions of the party seeking to terminate this Agreement.amount set forth in Section 0. : DEFINITIONS AND MISCELLANEOUS