Common use of Procedure for Termination, Amendment, Extension or Waiver Clause in Contracts

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.01, an amendment of this Agreement pursuant to Section 10.03 or an extension or waiver pursuant to Section 10.04 shall, in order to be effective, require, in the case of the Company, action by the Company Board, acting on the recommendation of the Special Committee or the duly authorized designee of its board of directors, such designee having been nominated at the request of the Special Committee.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.019.1, an amendment of this Agreement pursuant to Section 10.03 9.4 or an extension or waiver pursuant to Section 10.04 9.5 shall, in order to be effective, require, in the case of the CompanyCompany or CEI, action by the Company Boardits Board of Directors, acting on the recommendation of the Special Committee or the a duly authorized designee committee of its board Board of directors, such designee having been nominated at Directors to the request of the Special Committeeextent permitted by law.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or Deer, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.018.01, an amendment of this Agreement pursuant to Section 10.03 8.03 or an extension or waiver pursuant to Section 10.04 8.04 shall, in order to be effective, require, require in the case of any of the Companyparties hereto, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directorsDirectors or, such designee having been nominated at in the request case of Newco, its “manager” within the meaning of the Special CommitteeDelaware Limited Liability Company Act.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.018.01, an amendment of this Agreement pursuant to Section 10.03 8.03 or an extension or waiver pursuant to Section 10.04 8.04 shall, in order to be effective, require, in the case of Parent, BATUS, Sub or the Company, action by its board of directors (in the Company Boardcase of the Company, acting through or on the recommendation of the Special Committee Transaction Committee) or the duly authorized designee of its board of directorsdirectors (in the case of the Company, such designee having been nominated at the request of the Special Transaction Committee).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0115.1, an amendment of this Agreement pursuant to Section 10.03 15.4 or an extension or waiver pursuant to Section 10.04 15.5 shall, in order to be effective, require, require in the case of the CompanySeller, action by the Company Board, acting on the recommendation Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or Creative Bellows, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special Committee.Directors. 37 ARTICLE XI. MISCELLANEOUS 11.1

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0111.1, an amendment of this Agreement pursuant to Section 10.03 4.3 or an extension or waiver pursuant to Section 10.04 11.3 shall, in order to be effective, require, in the case of the CompanyUSI or Soft Plus, action by the Company Boardits Board of Directors or, acting on the recommendation of the Special Committee or with respect to any amendment to this Agreement, the duly authorized designee committee of its board Board of directors, such designee having been nominated at Directors to the request of the Special Committeeextent permitted by law.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or Nova Furniture, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special Committee.Directors. 36 ARTICLE XI. MISCELLANEOUS 11.1

Procedure for Termination, Amendment, Extension or Waiver. A --------------------------------------------------------- termination of this Agreement pursuant to Section 10.019.1, an amendment of this Agreement pursuant to Section 10.03 9.3 or an extension or waiver pursuant to Section 10.04 9.4 shall, in order to be effective, require, require in the case of the MergerCo or Company, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or Mid-Heaven, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or Vendum, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.01SECTION 10.1, an amendment of this Agreement pursuant to Section 10.03 SECTION 10.3 or an extension or waiver pursuant to Section 10.04 SECTION 10.4 shall, in order to be effective, require, require in the case of the CompanyBuyer Parties or the Seller, action by the Company Board, acting on the recommendation applicable Board of the Special Committee Directors or the duly authorized designee of its board the applicable Board of directors, such designee having been nominated at Directors or the request of the Special CommitteeManaging Members as applicable.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.018.01, an amendment of this Agreement pursuant to Section 10.03 8.03 or an extension or waiver pursuant to Section 10.04 8.04 shall, in order to be effective, require, in the case of Parent, BATUS, Sub or the Company, action by its board of directors (in the Company Boardcase of the Company, acting through or on the recommendation of the Special Committee 74 Transaction Committee) or the duly authorized designee of its board of directorsdirectors (in the case of the Company, such designee having been nominated at the request of the Special Transaction Committee.). ARTICLE IX

Procedure for Termination, Amendment, Extension or Waiver. A termination --------------------------------------------------------- of this Agreement pursuant to Section 10.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 10.03 9.4 or an extension or waiver of this Agreement pursuant to Section 10.04 9.5 shall, in order to be effective, require, in the case of the Merger Sub or the Company, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directorsDirectors (which, such designee having been nominated at in the request case of the Special CommitteeCompany, shall include the approval contemplated by Section 1.3(c)).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 10.03 8.4 or an extension or waiver of this Agreement pursuant to Section 10.04 8.5 shall, in order to be effective, require, in the case of Merger Sub or the Company, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directors, such designee having been nominated at the request of the Special Committee.Directors. ARTICLE 9

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.018.1, an amendment of this Agreement pursuant to Section 10.03 8.3 or an extension or waiver pursuant to Section 10.04 8.4 shall, in order to be effective, require, require in the case of Nipsco or the Company, action by the Company Board, acting on the recommendation its board of the Special Committee directors or the duly authorized designee of its board of directors, such designee having been nominated at the request of the Special Committee.. ARTICLE IX SURVIVAL OF PROVISIONS 9.1

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or CR&P, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.018.01, an amendment of this Agreement pursuant to Section 10.03 8.03 or an extension or waiver pursuant to Section 10.04 8.04 shall, in order to be effective, requirerequire (i) in the case of Sub, action by its Board of Directors, and (ii) in the case of the Company, action by the Company Board, acting on the recommendation of the Special Committee direction or the duly authorized designee of its board of directors, such designee having been nominated at the request approval of the Special Committee, as applicable, or, in either case, to the extent permitted by law, its duly authorized designee.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 10.03 10.4 or an extension or waiver of this Agreement pursuant to Section 10.04 10.5 shall, in order to be effective, require, in the case of Merger Sub or the Company, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directorsDirectors (which, such designee having been nominated at in the request case of the Special CommitteeCompany, shall include the approval contemplated by Section 2.4(c) to the extent applicable).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 10.03 9.4 or an extension or waiver of this Agreement pursuant to Section 10.04 9.5 shall, in order to be effective, require, in the case of the Merger Sub or the Company, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directorsDirectors (which, such designee having been nominated at in the request case of the Special CommitteeCompany, shall include the approval contemplated by Section 1.3(c)).

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.019.1, an amendment of this Agreement pursuant to Section 10.03 9.4 or an extension or waiver pursuant to Section 10.04 9.5 shall, in order to be effective, require, require in the case of the CompanyBarcelo or Crestline, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3, or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of the CompanyPurchaser or Covenant Holdings, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board the Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.

Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 10.0110.1, an amendment of this Agreement pursuant to Section 10.03 10.3 or an extension or waiver pursuant to Section 10.04 10.4 shall, in order to be effective, require, require in the case of Parent, Newco or the Company, action by the Company Board, acting on the recommendation its Board of the Special Committee Directors or the duly authorized designee of its board Board of directors, such designee having been nominated at the request of the Special CommitteeDirectors.