Common use of No Termination of Merger Agreement Clause in Contracts

No Termination of Merger Agreement. The Merger Agreement shall not have been terminated (i) by Sony or Time Warner pursuant to Section 10.01(c) (to the extent that one or more of the breaches of the representations, warranties, covenants and agreements of CDnow that formed the basis of such termination could reasonably be expected to have been avoided had CDnow used its reasonable best efforts to ensure the continued accuracy, compliance and performance of its representations, warranties, covenants and agreements under the Merger Agreement) or Section 10.01(d) thereof; or (ii) by CDnow other than pursuant to Sections 10.01(b)(i) or Section 10.01(e) thereof.