Common use of Prior to the Closing Date Clause in Contracts

Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date: (a) By the written agreement of the Buyer, the Seller and the Parent; (b) By the Buyer if any event disclosed in the amendments to the Schedules hereto pursuant to Section 7.4 shall affect materially and adversely the Purchased Assets; or (c) At the option of the Buyer or Seller if (i) the Purchased Assets sustain a material loss; (ii) trading in securities on the New York Stock Exchange has been suspended or limited; (iii) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof); (iv) a banking moratorium has been declared by federal authorities; (v) an outbreak of major international hostilities or other national or international calamity has occurred; (vi) a pending or threatened legal or governmental proceeding or action relating to the assets, operations, business or financial condition of the Seller, or a notification has been received by any of the parties hereto of the threat of any such proceeding or action, which could materially adversely effect the Purchased Assets; (vii) the passage by the Congress of the United States or by any state legislative body of similar impact, of any measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Parent to have a material adverse impact on the Purchased Assets; (viii) any material adverse change in the financial or securities markets beyond normal market fluctuations has occurred since the date of this Agreement, and is continuing, and is reasonably expected to have material adverse effect on the transactions contemplated by this Agreement; (ix) a terrorist attack upon the United States; or (x) any material adverse change has occurred in the Purchased Assets.

Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date: (a) By the written agreement of the Buyer, the Seller and the ParentParties; (b) By the Buyer if any event disclosed Seller or the Parent in the amendments to event that the Schedules hereto pursuant to Section 7.4 shall affect materially and adversely Closing has not occurred by the Purchased Assets; orTermination Date; (c) By the Seller if the conditions set forth in Section 11.2 shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) on or before the Termination Date; (d) At the option of the Buyer or Seller if (i) the Purchased Assets sustain a material loss, whether or not insured, as provided in Article III hereof; (ii) trading in securities on the New York Stock Exchange has been suspended or limited; (iii) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof); (iv) a banking moratorium has been declared by federal or Nevada authorities; (v) an outbreak of major international hostilities or other national or international calamity has occurred; (vi) a pending or threatened legal or governmental proceeding or action relating to the assets, operations, business or financial condition of the Seller, or a notification has been received by any of the parties Parties hereto of the threat of any such proceeding or action, which could materially adversely effect the Purchased Assets; (vii) the passage by the Congress of the United States or by any state legislative body of similar impact, of any measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Parent to have a material adverse impact on the Purchased Assets; (viii) any material adverse change in the financial or securities markets beyond normal market fluctuations has occurred since the date of this Agreement, and is continuing, and is reasonably expected to have material adverse effect on the transactions contemplated by this Agreement; (ixviii) a terrorist attack upon the United StatesStates substantially similar in magnitude and scope to those that occurred on September 11, 2001; or (xix) any material adverse change has occurred in the Purchased Assets.

Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date: (a) By the written agreement of the Buyer, the Seller Parent and the ParentCompany; (b) By the Buyer if any event disclosed in the amendments to the Schedules hereto pursuant to Section 7.4 shall affect materially and adversely the Purchased Assets; or (c) At the option of Parent or the Buyer or Seller Company if (i) Parent or the Purchased Assets sustain Company sustains a material loss; (ii) trading in securities on the New York Stock Exchange has been suspended or limited; (iii) material governmental restrictions have has been imposed on trading in securities generally (not in force and effect on the date hereof); (iv) a banking moratorium has been declared by federal authorities; (v) an outbreak of major international hostilities or other national or international calamity has occurred; (vi) a pending or threatened legal or governmental proceeding or action relating to the assets, operations, business or financial condition of the SellerCompany, or a notification has been received by any of the parties hereto Parties of the threat of any such proceeding or action, which could materially adversely effect affect the Purchased AssetsCompany; (vii) the passage by the Congress of the United States or by any state legislative body of similar impact, of any measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Parent to have has a material adverse impact on the Purchased AssetsCompany; (viii) any material adverse change in the financial or securities markets beyond normal market fluctuations has occurred since the date of this Agreement, and is continuing, and is reasonably expected to have has material adverse effect on the transactions contemplated by this AgreementContemplated Transactions; (ix) a terrorist attack upon the United States; or (x) any material adverse change has occurred in with respect to the Purchased AssetsCompany (each, a “Material Adverse Effect”).

Prior to the Closing Date. This Agreement may be terminated at any time prior to the Closing Date: (a) By the written agreement of the Buyer, the Seller and the ParentParties; (b) By the Buyer if any event disclosed Seller or the Purchaser in the amendments to event that the Schedules hereto pursuant to Section 7.4 shall affect materially and adversely Closing has not occurred by the Purchased Assets; orTermination Date; (c) By the Seller if the conditions set forth in Section 9.2 shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) on or before the Termination Date; (d) At the option of the Buyer or Seller if (i) the Purchased Assets sustain a material loss, whether or not insured, as provided in Article III hereof; (ii) trading in securities on the New York Stock Exchange has been suspended or limited; (iii) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof); (iv) a banking moratorium has been declared by federal or Nevada authorities; (v) an outbreak of major international hostilities or other national or international calamity has occurred; (vi) a pending or threatened legal or governmental proceeding or action relating to the assets, operations, business or financial condition of the Seller, or a notification has been received by any of the parties Parties hereto of the threat of any such proceeding or action, which could materially adversely effect the Purchased Assets; (vii) the passage by the Congress of the United States or by any state legislative body of similar impact, of any measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Parent to have a material adverse impact on the Purchased Assets; (viii) any material adverse change in the financial or securities markets beyond normal market fluctuations has occurred since the date of this Agreement, and is continuing, and is reasonably expected to have material adverse effect on the transactions contemplated by this Agreement; (ixviii) a terrorist attack upon the United StatesStates substantially similar in magnitude and scope to those that occurred on September 11, 2001; or (xix) any material adverse change has occurred in the Purchased Assets.