Common use of Methods of Termination Clause in Contracts

Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC or TX, if the Closing has not occurred by February 6, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement; (c) by TX China or AAAC (i) if there has been a breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate; (d) by TX China, if the Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated hereby; (e) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offering.

Methods of Termination. The transactions contemplated herein Unless waived by the Parties hereto in writing, the Transactions may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC Pantheon or TXthe Warrantors, if the Closing has not occurred by February 6the later of (i) December 14, 2008 2008, (or ii) such other date as the shareholders of Pantheon may be extended from time agree to time extend the corporate existence of Pantheon or (iii) such other date that has been agreed by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then Parties in breach of any of its covenants, representations or warranties in this Agreementwriting; (c) by TX China or AAAC (i) the Warrantors, if there has been a breach by the Pantheon Parties of any of its covenants in this Agreement representation, warranty, covenant or (ii) if the representations and warranties of AAAC agreement contained in this Agreement shall not be true and correct in material respects, which has prevented the satisfaction of the conditions to the obligations of the Warrantors at the time made, Closing under Section 14.1(a) and such violation or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not been waived by the Warrantors or cured such breach by the Pantheon Parties within ten (10) Business Days of TX's business days after written notice of an intent to terminatethereof from the Warrantors; (d) by TX ChinaPantheon, if there has been a breach by any Warrantor of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of the Pantheon Parties at the Closing under Section 14.2(a) and such violation or breach has not been waived by the Pantheon Parties or cured by the Warrantors within ten (10) business days after written notice thereof from the Pantheon Parties; (e) by the Warrantors, if the Pantheon Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or shall have withdrawn or modified in a manner adverse to TX China the Warrantors its approval or recommendation of this Agreement and any of the transactions contemplated herebyTransactions; (ef) by either AAAC Pantheon or TX Chinathe Warrantors, if, at the AAAC Shareholders' Pantheon Stockholders Meeting (including any adjournments thereof), the Merger shall fail to be approved by a majority of the outstanding Common Stock, voting as a group, in accordance with Section 253 of the DGCL, and/or this Agreement and the transactions Share Exchange contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles a majority of Associationthe shares of Common Stock sold in the Pantheon Public Offering voted at the meeting in accordance with Pantheon Constituent Instruments, and or the aggregate number of AAAC Ordinary Shares shares of Common Stock held by public shareholders stockholders of AAAC Pantheon who exercise their redemption rights with respect to their AAAC Ordinary Shares Common Stock in accordance with the Articles of Association constitutes Pantheon Constituent Instruments shall constitute twenty percent (20%) or more of the AAAC Ordinary Shares Common Stock sold in AAAC's Pantheon Public Offering.

Methods of Termination. The Subject to the other provisions of this Article 7, this Agreement may be terminated and the transactions contemplated herein may be terminated and/or abandoned at any time but not later than notwithstanding approval thereof by the Stockholders, at any time prior to the Closing: (a) by By mutual written consent of Parent, Merger Subsidiary and the Parties;Company; or (b) by either AAAC By Parent and Merger Subsidiary on or TXafter the Termination Date, if the Closing has not occurred by February 6, 2008 (or such other later date as may be extended from time established pursuant to time by written agreement Section 1.3, if any of the Parties); provided, however, that the right to terminate conditions provided for in Article 5 of this Agreement under this Section 9.01(b) shall have not be available been reasonably satisfied or waived in writing by Parent prior to any Party that is then in such date (unless the failure results primarily from a breach by Parent or Merger Subsidiary of any of its covenantsrepresentation, representations warranty or warranties covenant contained in this Agreement;); or (c) By the Company on or after the Termination Date, or such later date as may be established pursuant to Section 1.3, if any of the conditions provided for in Article 6 of this Agreement have not been reasonably satisfied or waived in writing by TX China the Company prior to such date (unless the failure results primarily from a breach by the Company of any representation, warranty or AAAC covenant contained in this Agreement); or (id) 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 nonappealable; or (g) By Parent upon written notice to the Company if, prior to obtaining the Stockholder Approval, the Board of Directors of the Company (i) withdraws, modifies or changes its covenants in recommendation regarding the approval of this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate; (d) by TX China, if the Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or withdrawn or modified Merger in a manner adverse to TX China its approval Parent; (ii) approves, accepts or recommendation enters into a definitive agreement for an Acquisition Proposal; or (iii) recommends to the Stockholders an Acquisition Proposal; or (h) By the Company upon written notice to Parent if, prior to obtaining the Stockholder Approval, the Board of this Agreement and any Directors of the transactions contemplated hereby; Company (ei) by either AAAC approves, accepts or TX Chinaenters into a definitive agreement for an Acquisition Proposal; or (ii) recommends to the Stockholders an Acquisition Proposal, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail in each case pursuant to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public OfferingSection 6.2.

Methods of Termination. The transactions contemplated herein Transactions may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC or TXSeller, if the Closing has not occurred by February 6, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement; (c) by TX China or AAAC (i) if there has been a breach of Buyer shall have breached any of its covenants in this Agreement Article VI or VII hereof in any material respect, (ii) if the representations and warranties of AAAC Buyer contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC Buyer has not cured such breach within 10 Business Days of notice from Seller of an intent to terminate; (c) by Buyer, (i) if Seller shall have breached any of the covenants in Articles V or VII hereof in any material respect, (ii) if the representations and warranties of Seller contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, Seller has not cured such breach within ten (10) Business Days of TX's Buyer’s notice of an intent to terminate; (d) by TX ChinaSeller if its Boards of Directors shall have determined in good faith, if based upon the advice of outside legal counsel, that failure to terminate this Agreement is reasonably likely to result in such Board (or any committee thereof) at of Directors breaching its fiduciary duties to the time shareholders of Seller, as applicable, under applicable Laws by reason of the signing pendency of this Agreement shall have failed to recommend or withdrawn or modified in an unsolicited, bona fide written proposal for a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated herebysuperior transaction; (e) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offering.

Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC SCAC or TXany Warrantor, if the Closing has not occurred by February 6August 31, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement2009; (c) by TX China or AAAC any Warrantor, (i) if there has been a breach of SCAC shall have breached any of its covenants in this Agreement ARTICLE 6 or ARTICLE 7 hereof in any respect or (ii) if the representations and warranties of AAAC SCAC contained in this Agreement shall not be true and correct in material respectscorrect, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC SCAC has not cured such breach within ten (10) Business Days of TX's any Warrantor’s notice of an intent to terminate; (d) by TX ChinaSCAC, (i) if any Warrantor shall have breached any of the covenants in ARTICLE 5 or ARTICLE 7 hereof in any respect or (ii) if the Board (or representations and warranties of any committee thereof) Warrantor contained in this Agreement shall not be true and correct, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the signing of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement Closing Date as though such representations and any warranties were made again at and as of the transactions contemplated herebyClosing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, and the Warrantors have not cured such breach within ten (10) Business Days of SCAC’s notice of an intent to terminate; (e) by either AAAC SCAC or TX Chinaany Warrantor, if, if at the AAAC SCAC Shareholders' ’ Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the requisite number of holders of AAAC SCAC Ordinary Shares, including a majority-in-interest of the SCAC Ordinary Shares required under its voted by the public shareholders, in accordance with the SCAC Articles of Association, and the aggregate number of AAAC SCAC Ordinary Shares held by public shareholders of AAAC SCAC who (i) exercise their redemption rights to convert their SCAC Ordinary Shares to cash in accordance with respect the SCAC Articles and (ii) vote against the transactions contemplated hereby constitute forty percent (40%) or more of the SCAC Ordinary Shares sold in SCAC’s Public Offering; or (f) by either SCAC or any Warrantor, if this Agreement and the transactions contemplated hereby fail to their AAAC be approved and adopted by the affirmative vote of the requisite number of the holders of SCAC Ordinary Shares in accordance with the SCAC Articles within ninety (90) days from the date of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offeringthis Agreement.

Methods of Termination. The transactions contemplated herein Unless waived by the Parties hereto in writing, the Transactions may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC or TXany Party, if the Closing has not occurred by February 6the later of (i) March 31, 2008 2010 or (or ii) such other date as may be extended from time to time that has been agreed by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement; (c) by TX China or AAAC (i) any CAMAC Party, if there has been a breach by the PAPI Parties of any of its covenants in this Agreement representation, warranty, covenant or (ii) if the representations and warranties of AAAC agreement contained in this Agreement shall not be true and correct in material respects, which has prevented the satisfaction of the conditions to the obligations of the CAMAC Parties at the time made, Closing under Article IX and such violation or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not been waived by the CAMAC Parties or cured such breach by the PAPI Parties within ten (10) Business Days of TX's business days after written notice of an intent to terminatethereof from the CAMAC Parties; (d) by TX Chinathe PAPI Parties, if there has been a breach by the CAMAC Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of the PAPI Parties at the Closing under Article IX and such violation or breach has not been waived by the PAPI Parties or cured by the CAMAC Parties within ten (10) business days after written notice thereof from the PAPI Parties; (e) by any CAMAC Party, if the Board PAPI board of directors (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or shall have withdrawn or modified in a manner adverse to TX China the CAMAC Parties its approval or recommendation of this Agreement and any of the transactions contemplated hereby;Transactions; or (ef) by any PAPI Party, if (i) the CEHL board of directors (or any committee thereof) shall have failed to approve or shall have withdrawn its approval of this Agreement and the Transactions or (ii) the CEHL shareholders shall have failed to approve of this Agreement and the Transactions; or (g) by either AAAC PAPI or TX Chinathe CAMAC Parties, if, at the AAAC Shareholders' Stockholders’ Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby Transactions shall fail to be approved and adopted by holders of a majority of the PAPI voting securities in accordance with Section 253 of the DGCL, and by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles a majority of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares PAPI Newco outstanding shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public OfferingPAPI Newco Constituent Instruments.

Methods of Termination. The This Agreement and the transactions contemplated herein hereby may be terminated and/or abandoned at in any time but not later than one of the Closingfollowing ways: (a) at any time on or before the Closing Date by mutual written consent the agreement in writing of the PartiesPurchaser and the Seller; (b) on the Closing Date by either AAAC or TX, the Seller in writing if the conditions set forth in Article VI of this Agreement shall not have been satisfied or waived in writing by the Seller; (c) on the Closing Date by the Purchaser in writing if the conditions set forth in Article VII of this Agreement shall not have been satisfied or waived in writing by the Purchaser; (d) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such breach has not occurred been cured by February 6the earlier of (i) fifteen (15) days after the giving of notice to the breaching party of such breach, 2008 or (or such other date as may be extended from time to time by written agreement of ii) the Parties)Closing Date; provided, however, that the right to neither party hereto may terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any on account of its covenants, representations or warranties in this Agreement; (c) by TX China or AAAC (i) if there has been a own breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate; (d) by TX China, if the Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated herebyhereof; (e) by either AAAC the Seller or TX Chinathe Purchaser in writing at any time after any of the regulatory authorities has denied any application, if, at notice or request of the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and Purchaser for approval of the transactions contemplated hereby shall fail or has imposed a condition or requirement (other than regulatory capital levels or ratios) that is reasonably unacceptable to be approved and adopted either party; (f) by the affirmative vote Seller in writing, at any time if the Purchaser or GCB shall have failed to take any of the holders of AAAC Ordinary Shares required under its Articles of Associationactions contemplated by Section 3.25 hereof; or (g) by either the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before November 15, 2005, unless extended by a written agreement by the Seller and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect Purchaser; provided, however, that such date shall be extended to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) no later than November 30, 2005, to accommodate any applicable federal or more of the AAAC Ordinary Shares sold in AAAC's Public Offeringstate waiting periods.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or abandoned at any time but not later than the Closingtime: (a) by mutual written consent of the PartiesParent and UCFC; (b) by either AAAC (i) Parent or TX(ii) UCFC, if the Closing has not occurred by February 6on or before March 31, 2008 2009 (or such other date as may be extended from time to time by written agreement of the Parties"Termination Date"); providedprovided that if any Party (or, in the case of UCFC, BWC or the Company) 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 by 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 UCFC; (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, BWC or UCFC 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 9.01(b10.1(c) shall not be available to any Party that is then 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 covenantsrepresentations, representations warranties, covenants or warranties in this Agreement; (c) by TX China or AAAC (i) if there has been a breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC obligations contained in this Agreement shall not be true and correct in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate;herein; or (d) by TX ChinaUCFC on or prior to the Termination Date, if the Board (or any committee thereofi) at the time of the signing of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated hereby; conditions specified in Article 8 hereof becomes incapable of being satisfied or (eii) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting after notice and twenty (including any adjournments thereof)20) days opportunity to cure, Parent is otherwise in material default under this Agreement and or if such material default is incapable of being cured; provided that the transactions contemplated hereby right to terminate this Agreement under this Section 10.1(d) shall fail not be available to be approved and adopted by UCFC if the affirmative vote nonfulfillment of the holders conditions to UCFC's obligation to close set forth in Article 8 results from the breach by UCFC of AAAC Ordinary Shares required under any of its Articles of Associationrepresentations, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) warranties, covenants or more of the AAAC Ordinary Shares sold in AAAC's Public Offeringobligations contained herein.

Methods of Termination. The transactions contemplated herein Unless waived by the Parties hereto in writing, the Transactions may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC or TXthe HMDF Parties, if the Closing has not occurred by February 6, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this AgreementTermination Date; (c) by TX China or AAAC (i) any HMDF Party, if there has been a breach by TM of any of its covenants in this Agreement representation, warranty, covenant or (ii) if the representations and warranties of AAAC agreement contained in this Agreement shall not be true and correct in material respects, which has prevented the satisfaction of the conditions to the obligations of the HMDF Parties at the time madeClosing under Section 9.1(a) and such violation or breach has not been waived by the HMDF Parties or cured by TM, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as capable of a specific date prior to the Closing Datebeing cured, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's business days after written notice of an intent to terminatethereof from the HMDF Parties; (d) by TX ChinaTM, if there has been a breach by the HMDF Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of TM at the Closing under Section 9.2(a) and such violation or breach has not been waived by TM or cured by the HMDF Parties, to the extent capable of being cured, within ten (10) business days after written notice thereof from TM; (e) by TM, if the actual HMDF FY2008 Net Income, as derived from the HMDF Financial Statements, is less than $15,000,000; (f) by any HMDF Party, if the TM Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or shall have withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated hereby;Transactions; or (eg) by either AAAC TM or TX Chinathe HMDF Parties, if, at the AAAC Shareholders' Stockholders’ Meeting (including any adjournments thereof), this Agreement and the transactions Share Exchange and payments contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles a majority of Association, the outstanding Common Stock cast at the meeting in accordance with TM Constituent Instruments and the DGCL or if the aggregate number of AAAC Ordinary Shares shares of Publicly Held Common Stock held by public shareholders of AAAC Public Stockholders who exercise their redemption rights Conversion Rights with respect to their AAAC Ordinary Shares Common Stock in accordance with the Articles of Association constitutes twenty TM Constituent Instruments shall constitute thirty percent (2030%) or more of the AAAC Ordinary Shares sold in AAAC's Public OfferingPublicly Held Common Stock.

Methods of Termination. The transactions contemplated herein Unless waived by the Parties hereto in writing, the Transactions may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the PartiesSM Cayman and Ideation; (b) by either AAAC Ideation or TXthe SM Shareholders’ Representatives (in accordance with Section 16.5), if the Closing has not occurred by February 6the later of (i) September 30, 2008 2009 or (or ii) such other date as may be extended from time to time that has been agreed in writing by written agreement of the PartiesSM Shareholders’ Representatives and Ideation (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 9.01(b15.1(b) shall not be available to any Party that is then in breach whose failure to comply with any provision of any this Agreement has been the cause of, or resulted in, the failure of its covenants, representations the Closing Date to occur on or warranties in this Agreement;before such date. (c) by TX China or AAAC the SM Shareholders’ Representatives (i) in accordance with Section 16.5), if there has been a breach by the Ideation Parties of any of its covenants in this Agreement representation, warranty, covenant or (ii) if the representations and warranties of AAAC agreement contained in this Agreement shall not be true and correct in material respects, which has prevented the satisfaction of the conditions to the obligations of the SM Parties at the time made, or Closing under Section 13.1(a) (iii) if such representations and warranties which shall not be true and correct at and as of deemed to have occurred in the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as event of a specific date prior to the Closing Date, material breach of Section 12.10 or of Section 12.11 hereof) and in any such event, if such violation or breach is subject to cure, AAAC has not been waived by A-48 Table of Contents the SM Shareholders’ Representatives or cured such breach by the Ideation Parties within ten thirty (1030) Business Days of TX's days after written notice of an intent to terminatethereof from the SM Shareholders’ Representatives; (d) by TX ChinaIdeation, if there has been a breach by the SM Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of the Ideation Parties at the Closing under Section 13.2(a) and such violation or breach has not been waived by Ideation or cured by the SM Parties within thirty (30) days after written notice thereof from the Ideation Parties; (e) by the SM Shareholders’ Representatives (in accordance with Section 16.5) or Ideation, if the Ideation Board (or any committee thereof) at the time of the signing of this Agreement shall have failed to recommend or shall have withdrawn or modified in a manner adverse to TX China the SM Parties its approval or recommendation of this Agreement and any of the transactions contemplated herebyTransactions; (ef) by either AAAC Ideation or TX China, if, at the AAAC SM Shareholders' Meeting ’ Representatives (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with Section 16.5), if the Articles Stockholder Approval is not obtained; or (g) by either Ideation or the SM Shareholders’ Representatives (in accordance with Section 16.5), if a court of Association constitutes twenty percent competent jurisdiction or other Governmental Authority shall have issued an order or injunction or taken any other action (20%which order, injunction or action the Parties shall use their use their commercially reasonable efforts to lift) permanently restraining, enjoining or more otherwise prohibiting the Transactions or any of the AAAC Ordinary Shares sold in AAAC's Public Offeringthem and such order or action shall have become final and nonappealable.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the transactions contemplated hereby may be abandoned at any time but not later than before the Closing: (a) by a. By the mutual written consent of the PartiesACE and VELV; b. By VELV, on a material breach on the part of China Currency or ACE of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of China Currency or ACE shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (ba " China Currency Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by China Currency and ACE of a written notice from VELV setting forth in detail the nature of such China Currency Breach; c. By ACE, upon a material breach on the part of VELV of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of VELV shall become untrue, in either AAAC case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "VELV Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by VELV of a written notice from ACE setting forth in detail the nature of such VELV Breach; d. By either VELV or TXACE, if the Closing has shall not occurred by February 6have consummated before ninety (90) days after the date hereof; provided, 2008 (or such other date as however, that this Agreement may be extended from time to time by written agreement notice of either ACE or VELV if the Closing shall not have been consummated as a result of China Currency or VELV having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the Parties)entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 9.01(b8.1(d) shall not be available to any Party that is then in breach of party whose failure to fulfill any of its covenants, representations or warranties in obligations under this Agreement; (c) by TX China or AAAC (i) if there Agreement has been a breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time madecause of, or (iii) if such representations and warranties shall not be true and correct at and as resulted in, the failure of the Closing Date as though such representations and warranties were made again at and as to occur on or before this date; or e. By either ACE or VELV if a court of the Closing Datecompetent jurisdiction or governmental, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate; (d) by TX China, if the Board (regulatory or any committee thereof) at the time of the signing of this Agreement administrative agency or commission shall have failed 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 recommend lift), which permanently restrains, enjoins or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of otherwise prohibits the transactions contemplated hereby; (e) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public OfferingAgreement.

Methods of Termination. The transactions contemplated herein may be terminated and/or abandoned at any time but not later than the Closing: (a) by By mutual written consent of HumaScan and the PartiesShareholders; (b) By HumaScan (if it is not then in material breach of its obligations hereunder) if (i) a material default or breach shall be made by either AAAC a Shareholder with respect to the due and timely performance of any of their covenants and agreements contained herein and such default or TXbreach results or would result in a HumaScan Material Adverse Effect and such default or breach cannot be cured within a reasonable period of time, or (ii) if any of the Shareholders' representations and warranties, (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 has Date or (y) made with any materiality standard, are not occurred by February 6, 2008 (or such other date true and correct in all respects as may be extended from time to time by written agreement of the Parties)date hereof and as of the Closing Date; provided, however, that the inaccuracies of any such representations or warranties shall not give rise to the right to terminate this Agreement under this clause (ii) of this Section 9.01(b9.1(b)(ii) shall unless the inaccuracies, in the aggregate and taken as a whole, do not be available to any Party that is then reflect and would not result in breach of any of its covenants, representations or warranties in this Agreementa Company Material Adverse Effect; (c) by TX China or AAAC By the Shareholders (if they are not then in material breach of their obligations hereunder) if (i) if there has been a material default or breach shall be made by HumaScan with respect to the due and timely performance of any of its their covenants and agreements contained herein and such default or breach results or would result in this Agreement a HumaScan Material Adverse Effect and such default or breach cannot be cured within a reasonable period of time, or (ii) if the HumaScan representations and warranties of AAAC contained in this Agreement shall warranties, (x) made without any materiality standard, are not be true and correct in all material respects, at respects as of the time made, or (iii) if such representations and warranties shall not be true and correct at date hereof and as of the Closing Date or (y) made with any materiality standard, are not true and correct in all respects as though such representations and warranties were made again at of the date hereof and as of the Closing Date, except provided, however, that the inaccuracies of any such representations or warranties shall not give rise to the extent that such representations are made herein right to terminate under this clause (ii) of this Section 9.1(c)(ii) unless the inaccuracies, in the aggregate and taken as of a specific date prior to the Closing Datewhole, do not reflect and would not result in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate;a HumaScan Material Adverse Effect; and 37 (d) by TX ChinaBy HumaScan, if pursuant to Section 7.1(e), the Board (of Directors of HumaScan shall withdraw, modify or any committee thereof) at the time of the signing change its recommendation so that it is not in favor of this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of the transactions contemplated hereby;. (e) By either the Shareholders or HumaScan (if the terminating Party is not then in material breach of its obligations hereunder) if the Closing Date has not occurred by either AAAC or TX ChinaAugust 31, if, at 1999 for any reason unless the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail Parties agree to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares an extension in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offeringwriting.

Methods of Termination. The transactions contemplated herein Unless waived by the Parties hereto in writing, the Transactions may be terminated and/or abandoned at any time but not later than the Closing: (a) by mutual written consent of the Parties; (b) by either AAAC or TXany Party, if the Closing has not occurred by February 6the later of (i) March 31, 2008 2014 or (or ii) such other date as may be extended from time to time that has been agreed by written agreement of the Parties); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement; (c) by TX China or AAAC (i) the Allied Parties, if there has been a breach by the CEI Parties of any of its covenants in this Agreement representation, warranty, covenant or (ii) if the representations and warranties of AAAC agreement contained in this Agreement shall not be true and correct in material respects, that has prevented the satisfaction of any of the conditions to the obligations of the Allied Parties at the time made, Closing under Article IX and such violation or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not been waived by the Allied Parties or cured such breach by the CEI Parties within ten (10) Business Days of TX's after written notice of an intent to terminatethereof from the Allied Parties; (d) by TX Chinathe CEI Parties, if there has been a breach by the Board (Allied Parties of any representation, warranty, covenant or any committee thereof) at the time of the signing of agreement contained in this Agreement shall have failed to recommend or withdrawn or modified in a manner adverse to TX China its approval or recommendation that has prevented the satisfaction of this Agreement and any of the transactions contemplated herebyconditions to the obligations of the CEI Parties at the Closing under Article IX and such violation or breach has not been waived by the CEI Parties or cured by the Allied Parties within ten (10) Business Days after written notice thereof from the CEI Parties; (e) by either AAAC CEI or TX Chinathe Allied Parties, if the CEI board of directors (or any committee thereof) shall have effected an Adverse CEI Recommendation; or (f) by either CEI or the Allied Parties, if, at the AAAC Shareholders' Stockholders’ Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby matters submitted to the stockholders of CEI in the Proxy Statement shall fail to be approved and adopted by the affirmative Required CEI Stockholder Vote; provided, however, that the Allied Parties shall not have the right to terminate this Agreement pursuant to this subsection (f) if CEHL failed to vote or cause to be voted all of the holders shares of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held Common Stock beneficially owned by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares it in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public OfferingSection 8.9.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or abandoned at in any time but not later than of the Closingfollowing ways: (a) by mutual written consent of the Parties; (b) by either AAAC Seller or TX, Purchaser if the Closing has not occurred by February 6on or before the 90th day following the date hereof, 2008 (or such other date as may be extended from time to time by written agreement of the Parties); provided, however, provided that the this right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party that is then party whose failure to 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 prior to the Effective Time by the mutual consent in writing of its covenants, representations or warranties in this AgreementPurchaser and Seller; (c) by TX China or AAAC (i) if there has been a breach of any of its covenants Purchaser in this Agreement or (ii) writing if the representations and warranties conditions set forth in ARTICLE VIII of AAAC contained in this Agreement shall not be true and correct have been met by Seller or waived in material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date writing by Purchaser prior to the Closing Datedate fixed for Closing, and provided that Purchaser’s failure to perform an obligation in breach of its obligations under this Agreement was not the cause of, or resulted in, Seller’s failure to fulfill any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminatecondition; (d) by TX China, Seller in writing if the Board (or any committee thereof) at the time of the signing conditions set forth in ARTICLE IX of this Agreement shall not have failed been met by Purchaser or waived in writing by Seller prior to recommend or withdrawn or modified the date fixed for Closing, provided that Seller’s failure to perform an obligation in a manner adverse to TX China breach of its approval or recommendation of obligations under this Agreement and was not the cause of, or resulted in, Purchaser’s failure to fulfill any of the transactions contemplated herebysuch condition; (e) any time prior to the Effective Time, by either AAAC Seller or TX China, if, at Purchaser in writing if the AAAC Shareholders' Meeting other shall have been in breach of any representation and warranty in any material respect (including any adjournments thereofas 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), this Agreement or in breach of any covenant, undertaking or obligation contained herein, and the transactions contemplated hereby shall fail to be approved and adopted such breach has not been cured by the affirmative vote earlier of 15 calendar days after the holders giving of AAAC Ordinary Shares required under its Articles notice to the breaching party of Association, and such breach or the aggregate number Effective Time; or (f) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied approval of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public Offeringany application for a Regulatory Approval.

Methods of Termination. The transactions contemplated herein This Agreement may be terminated and/or and the transactions contemplated hereby may be abandoned at any time but not later than before the Closing: (a) by a. By the mutual written consent of the PartiesChina Resort-BVI, China Resort-BVI Shareholders, and China Resort-Nevada; b. By China Resort-Nevada, upon a material breach of any representation, warranty, covenant or agreement on the part of China Resort-BVI or China Resort-BVI Shareholders set forth in this Agreement, or if any representation or warranty of China Resort-BVI or the China Resort-BVI Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (ba "China Resort-BVI 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 China Resort-BVI, upon a material breach of any representation, warranty, covenant or agreement on the part of China Resort-Nevada set forth in this Agreement, or, if any representation or warranty of China Resort-Nevada shall become untrue, in either AAAC case such that any of the conditions set forth in Article V hereof would not be satisfied (a "China Resort-Nevada Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) 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 China Resort-Nevada or TXChina Resort-BVI, if the Closing has shall not occurred by February 6have consummated before Ninety (90) days after the date hereof; provided, 2008 (or such other date as however, that this Agreement may be extended from time to time by written agreement notice of either China Resort-BVI or China Resort-Nevada, if the Closing shall not have been consummated as a result of China Resort-Nevada or China Resort-BVI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the Parties)entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 9.01(b7.1(d) shall not be available to any Party that is then in breach of party whose failure to fulfill any of its covenants, representations or warranties in obligations under this Agreement; (c) by TX China or AAAC (i) if there Agreement has been a breach of any of its covenants in this Agreement or (ii) if the representations and warranties of AAAC contained in this Agreement shall not be true and correct in material respects, at the time madecause of, or (iii) if such representations and warranties shall not be true and correct at and as resulted in, the failure of the Closing Date as though such representations and warranties were made again at and as to occur on or before this date. e. By either China Resort-BVI or China Resort-Nevada if a court of the Closing Datecompetent jurisdiction or governmental, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, AAAC has not cured such breach within ten (10) Business Days of TX's notice of an intent to terminate; (d) by TX China, if the Board (regulatory or any committee thereof) at the time of the signing of this Agreement administrative agency or commission shall have failed 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 recommend lift), which permanently restrains, enjoins or withdrawn or modified in a manner adverse to TX China its approval or recommendation of this Agreement and any of otherwise prohibits the transactions contemplated hereby; (e) by either AAAC or TX China, if, at the AAAC Shareholders' Meeting (including any adjournments thereof), this Agreement and the transactions contemplated hereby shall fail to be approved and adopted by the affirmative vote of the holders of AAAC Ordinary Shares required under its Articles of Association, and the aggregate number of AAAC Ordinary Shares held by public shareholders of AAAC who exercise their redemption rights with respect to their AAAC Ordinary Shares in accordance with the Articles of Association constitutes twenty percent (20%) or more of the AAAC Ordinary Shares sold in AAAC's Public OfferingAgreement.