Common use of Right of Parties to Terminate Clause in Contracts

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either the Seller or the Purchaser, by written notice to the other Party, if the Closing has not occurred on or prior to the close of business on April 25, 2010 (the “End Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party to terminate this Agreement pursuant to this Section 6.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the End Date, whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closingterminated: (a) by By the mutual written consent of the PartiesBuyer and Seller; (b) by either the By Seller or the Purchaserin writing, by written notice to the other Partywithout liability, if the Closing has not occurred Buyer shall (i) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to the close of business on April 25, 2010 (the “End Closing Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (3010) days following the date hereof (the "Second Milestone"), the Purchaser or Business Days after Seller has notified Buyer of its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party intent to terminate this Agreement pursuant to this subparagraph (b); (c) By Buyer in writing, without liability, if either Seller or Stockholder shall (i) fail to perform in any material respect their agreements contained herein required to be performed by them on or prior to the Closing Date; or (ii) materially breach any of their representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) Business Days after Buyer has notified Seller of its intent to terminate this Agreement pursuant to this subparagraph (c); (d) By either Seller or Buyer in writing, without liability, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on Buyer and/or Seller, that prohibits or restrains Buyer and/or Seller from consummating the transactions contemplated hereby, provided that Buyer and Seller shall have used their reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within 30 days after entry, by any such court or governmental or regulatory agency; or (e) By either Seller or Buyer, in writing, without liability, if for any reason the Closing has not occurred by August 10, 2010 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 6.1 8.1(e) shall not be available to the Party any party whose failure to fulfil fulfill or cause to be fulfilled, in any manner, perform any obligation under this Agreement or any Transaction Document has contributed to been a substantial cause of, or has substantially resulted in, the failure of the Closing to have occurred by the End Date, whether occur on or before such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Partydate.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the ClosingClosing Date: (a) by By the mutual written consent of the PartiesBuyer and Sellers; (b) by either the Seller or the PurchaserBy Sellers in writing, by written notice to the other Partywithout liability, if the Closing has not occurred Buyer shall (i) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to the close of business on April 25, 2010 (the “End Closing Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (3010) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall Business Days after Sellers have in its bank accounts an aggregate available Cash amount notified Buyer of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party their intent to terminate this Agreement pursuant to this subparagraph (b); (c) By Buyer in writing, without liability, if (i) either the Company or Sellers shall (A) fail to perform in any material respect their agreements contained herein required to be performed by them on or prior to the Closing Date or (B) materially breach any of their representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) Business Days after Buyer has notified Sellers of its intent to terminate this Agreement pursuant to this subparagraph (c); or (ii) if Buyer has the right not to consummate the transactions contemplated hereby as a result of the failure to satisfy the conditions to closing as set forth in Section 6.1 8.1(f); (d) By either Sellers or Buyer in writing, without liability, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on Buyer and/or Sellers, which prohibits or restrains Buyer and/or Sellers from consummating the transactions contemplated hereby, provided that Buyer and Sellers shall have used their reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within 30 days after entry, by any such court or governmental or regulatory agency; or (e) By either Sellers or Buyer, in writing, without liability, if for any reason the Closing has not occurred by February 28, 2002 (the "Termination Date"); provided, however, that the right to terminate this Agreement under this Section 10.1(e) shall not be available to the Party any party whose willful failure to fulfil fulfill or cause to be fulfilled, in any manner, perform any obligation under this Agreement or any Transaction Document has contributed to been a substantial cause of, or has substantially resulted in, the failure of the Closing to have occurred by the End Date, whether occur on or before such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Partydate.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closingterminated: (a) by By the mutual written consent of the PartiesBuyers' Agent and Seller; (b) by either the By Seller or the Purchaser, by written notice to the other Partyin writing, if the Closing has not occurred on or prior to the close of business on April 25, 2010 (the “End Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any Buyer shall materially breach any of the following conditions and/or events and/or actions have its representations, warranties or covenants contained herein, which failure or breach is not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than cured within thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or Business Days after Seller has notified Buyers' Agent of its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party intent to terminate this Agreement pursuant to this subparagraph (b); (c) By Buyers' Agent in writing, if any of the Company, Seagate or Seller shall materially breach any of their representations, warranties or covenants contained herein (but, as to breaches of representations and warranties, only breaches such that the condition to closing set forth in Section 6.1 6.1(a) above would not be satisfied), which failure or breach is not cured within thirty (30) business days after Buyers' Agent has notified Seller of its intent to terminate this Agreement pursuant to this subparagraph (c); (d) By either Seller or Buyers' Agent in writing, if there shall be any order, writ, injunction or decree of any court or Governmental Authority binding on any Buyer and/or Seller, Seagate and/or the Company which prohibits or restrains any Buyer and/or Seller, Seagate and/or the Company from consummating the transactions contemplated hereby, provided that Buyers and Seller, Seagate and the Company shall have used their best efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within 30 days after entry, by any such court or Governmental Authority; or (e) By either Seller or Buyers' Agent, in writing, if for any reason the Closing has not occurred by January 31, 2003 (the "Termination Date"); provided, however, that the right to terminate this Agreement under this Section 8.1(e) shall not be available to the Party any party whose failure to fulfil or cause to be fulfilled, in any manner, perform any obligation under this Agreement or any Transaction Document has contributed to been a substantial cause of, or has substantially resulted in, the failure of the Closing to have occurred by the End Date, whether occur on or before such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Partydate.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closingterminated: (a) by the mutual written consent of the Parties; Seller and the Buyer; (b) by either the Seller or the Purchaser, Buyer by written notice to the other Party, party if the Closing has shall not have occurred on or prior to the close of business on April 25March 31, 2010 (the “End Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date1998; providedPROVIDED, further, howeverHOWEVER, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party to terminate this Agreement pursuant to under this Section 6.1 8.1(b) shall not be available to the Party any party whose failure to fulfil fulfill or cause to be fulfilled, in perform any manner, any material obligation under this Agreement has contributed to been the cause of, or has substantially resulted in, the failure of the Closing to occur on or before such date; (c) by either the Seller or the Buyer in the event any court of competent jurisdiction in the United States or other federal, state or local government body shall have occurred issued a final order, decree or ruling or taken any other action, no longer subject to appeal, prohibiting the transactions contemplated hereby; (d) by the End DateSeller in the event that the Buyer is in material breach of any of its representations, whether warranties or covenants hereunder which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Buyer or a material adverse effect on its ability to consummate the transactions contemplated by this Agreement, such failure was caused that the breach (i) cannot be cured by the Closing Date or (ii) has not been cured within 30 days of the date on which the Buyer receives written notice thereof from the Seller; or (e) by the Buyer in the event that the Seller or the Company is in material breach of any of its representations, warranties and covenants hereunder which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Business, taken as a whole, or a material adverse effect on the Seller's ability to consummate the transactions contemplated by this Agreement, in each case such Party’s intentional failure, that the breach (i) cannot be cured by its omission the Closing Date or failure to act or otherwise through any fault of such Party.(ii) has

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closingterminated: (a) by mutual written consent GDSC, if any of the Partiesauthorizations, consents, approvals, filings or registrations described in Section 7.01 hereof shall have been denied, not permitted to go into effect or obtained on terms not reasonably satisfactory to GDSC and all reasonable final appeals shall have been exhausted; (b) by GMS, if any of the authorizations, consents, approvals, filings or registrations described in Section 8.01 hereof shall have been denied, not permitted to go into effect or obtained on terms not reasonably satisfactory to GMS and all reasonable final appeals shall have been exhausted; (c) by GDSC, if GMS shall have breached any of its obligations hereunder in any material respect; (d) by GMS, if GDSC shall have breached any of its obligations hereunder in any material respect; (e) by either the Seller GMS or the PurchaserGDSC, by written notice to the other Partyparty, if the Closing has shall not have occurred on or prior to the close of business on April 25February 28, 2010 (the “End Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date1998; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party to terminate this Agreement pursuant to under this Section 6.1 shall not be available to the Party any party whose failure to fulfil fulfill or cause to be fulfilled, in any manner, perform any obligation under this Agreement has substantially or materially contributed to the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (f) by either GMS or GDSC in the event that: (i) GMS or GDSC receives an unsolicited written offer from a third party relating to a Competing Transaction (which offer may or may not be subject to confirmatory due diligence) and (ii) such party shall have occurred notified the other party in writing of all terms and conditions of such offer, then thereafter such party shall be entitled to negotiate and provide information to such third party. In addition, in the event that such offer, including the financing thereof, has been determined by the End Date, whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault Board of Directors of such Partyparty based upon the written opinion of its outside financial advisors to be on terms financially superior for its shareholders than the Merger (a "Bona Fide Offer"), such party may terminate this Agreement and accept such Bona Fide Offer; provided, however, that prior to the termination of this Agreement and the acceptance of such Bona Fide Offer, such party shall have given the other party 48 hours written notice of such Bona Fide Offer and of its intention to accept such offer and terminate this Agreement. It is the intent of the parties hereto, that in the event that any party receives a Bona Fide Offer, the other party shall have the opportunity to consider such offer and participate, at its option, in making a counter proposal.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closingterminated: (a) by mutual written consent agreement of the Parties;Purchaser and the Sellers; or (b) by the Purchaser, if any of the Sellers shall have breached any of their representations and warranties hereunder and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser, provided that such breach would reasonably be expected to result in damages in excess of $100,000; or (c) by the Purchaser, if any of the Sellers shall have breached any of their covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Purchaser; or (d) by the Sellers, if the Purchaser shall have breached any of its representations and warranties hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (e) by the Sellers, if the Purchaser shall have breached any of its covenants or agreements hereunder in any material respect and shall not have cured such breach within fifteen (15) days following notice of such breach by the Sellers; or (f) by either the Seller Purchaser or the PurchaserSellers, by written notice to the other Partyparty, if the Closing has shall not have occurred on or prior to the close of business on April 25May 14, 2010 (the “End Date") and in that case no Party may terminate this Agreement according to this Section 6.1(b) prior to such extended date2008; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party to terminate this Agreement pursuant to under this Section 6.1 10.01(f) shall not be available to the Party any party whose failure to fulfil fulfill or cause to be fulfilled, in any manner, perform any obligation under this Agreement has contributed to been the cause of, or resulted in, the failure of the Closing to have occurred by the End Date, whether occur on or before such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Partydate.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either the Seller, if the Seller has knowledge, through SECTION 5.6 or otherwise, of any fact, circumstance or development which would reasonably be expected to have a material adverse effect on the Purchaser's ability to obtain sufficient financing to pay the Purchase Price pursuant to this Agreement in timely manner; PROVIDED, that the Purchaser has not cured any such matter within twenty (20) Business Days following receipt by the Purchaser of written notice of such matter; (c) by the Seller by written notice to the other PartyPurchaser, if the Closing has not occurred on or prior to the close of business on April 25December 16, 2009 (the "INITIAL END DATE"); PROVIDED, HOWEVER, that the Seller may by written notice to the Purchaser served prior to the Initial End Date, request to extend the Initial End Date on one or more occasions through and including February 16, 2010 (the “End Date") and END DATE"), in that case no Party may terminate this Agreement according to this Section 6.1(bSECTION 7.1(c) prior to such extended date; provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby.and (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicabled) by the date designated therefor (subject Purchaser by written notice to a cure period the Seller, if the Closing has not occurred on or prior to the close of three business days)on the Initial End Date PROVIDED HOWEVER, provided that the timely occurrence Purchaser may only extend the Initial End Date up to twice, i.e. to 16 January 2010 and 16 February 2010 and on each occasion the extension notice is accompanied by a payment of an Additional Deposit in the amount of US$10 million each of in the following conditions and/or events and/or actions Seller Deposit Account, in that case no Party may terminate this Agreement according to this SECTION 7.1(c) prior to such extended date. Any Additional Deposit paid pursuant to the foregoing shall be deemed treated in the same way as the Deposit paid pursuant to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone")Clause 2.3, the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing DateMUTATIS MUTANDIS. The right of a Party to terminate this Agreement pursuant to this Section 6.1 SECTION 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the Initial End Date (or, if the Party extends the Initial End Date pursuant to this SECTION 7.1(c) or 7.1(d), by such Initial End Date or End Date), whether such failure was caused by such Party’s 's intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either the Seller, if the Seller has knowledge, through Section 5.6 or otherwise, of any fact, circumstance or development which would reasonably be expected to have a material adverse effect on the Purchaser’s ability to obtain sufficient financing to pay the Purchase Price pursuant to this Agreement in timely manner; provided, that the Purchaser has not cured any such matter within twenty (20) Business Days following receipt by the Purchaser of written notice of such matter; (c) by the Seller by written notice to the other PartyPurchaser, if the Closing has not occurred on or prior to the close of business on April 25December 16, 2009 (the “Initial End Date”); provided, however, that the Seller may by written notice to the Purchaser served prior to the Initial End Date, request to extend the Initial End Date on one or more occasions through and including February 16, 2010 (the “End Date") and ”), in that case no Party may terminate this Agreement according to this Section 6.1(b7.1(c) prior to such extended date; providedand (d) by the Purchaser by written notice to the Seller, further, if the Closing has not occurred on or prior to the close of business on the Initial End Date provided however, that the Purchaser may only extend the Initial End Date up to twice, i.e. to 16 January 2010 and 16 February 2010 and on each occasion the extension notice is accompanied by a payment of an Additional Deposit in the amount of US$10 million each in the Seller Deposit Account, in that case no Party may terminate this Agreement may be terminated earlier pursuant according to this Section 6.1(b7.1(c) prior to such extended date. Any Additional Deposit paid pursuant to the foregoing shall be treated in the case of a final and unappealable determination by a relevant governmental authority not same way as the Deposit paid pursuant to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days)Clause 2.3, provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Datemutatis mutandis. The right of a Party to terminate this Agreement pursuant to this Section 6.1 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the Initial End Date (or, if the Party extends the Initial End Date pursuant to this Section 7.1(c) or 7.1(d), by such Initial End Date or End Date), whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

Right of Parties to Terminate. This Agreement may be terminated and terminated 11.1.1 by the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the PartiesSeller and Buyer; (b) 11.1.2 by either the Seller or the Purchaser, Buyer by written notice to the other Party, party if the Closing has shall not have occurred on or prior to the close of business on April 25September 1, 2010 1998 (the “End "Termination Date") ); provided, however, that if the conditions to Closing set forth in Sections 8.3 and in that case no Party 9.3 have not been satisfied on or prior to September 1, 1998, the Termination Date shall be extended to September 8, 1998, except, that, notwithstanding the foregoing, either party may terminate this Agreement according on or after September 1, 1998, if the other party has failed to this comply with its obligations under Section 6.1(b) prior to such extended date6.1; and provided, further, however, that this Agreement may be terminated earlier pursuant to this Section 6.1(b) in the case of a final and unappealable determination by a relevant governmental authority not to issue an approval required for the consummation of the transactions contemplated hereby. (c) by Seller in the event that any of the following conditions and/or events and/or actions have not occurred or maintained (as applicable) by the date designated therefor (subject to a cure period of three business days), provided that the timely occurrence of each of the following conditions and/or events and/or actions shall be deemed to constitute part of the Purchaser's obligations and covenants hereunder and Purchaser's failure to timely comply with any of such obligations shall be deemed to constitute a material breach of this Agreement which entitles the Seller to immediately terminate this agreement: (i) Within no later than seven (7) days following the date hereof (the "First Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS600 million, including the Signing Date Available Cash Amount (such amount, the "7-day Available Cash Amount"). (ii) Within no later than thirty (30) days following the date hereof (the "Second Milestone"), the Purchaser or its wholly-owned Subsidiaries shall have in its bank accounts an aggregate available Cash amount of not less than NIS1.00 billion, including the 7-day Available Cash Amount (such amount, the "Required Available Cash Amount"). (iii) Within no later than the 120th Day, the Purchaser shall have secured sufficient committed financing of no less than NIS4.25 billion (the "Third Milestone"). (iv) The Purchaser shall maintain in its bank accounts at all times following the 30-day period subsequent to the date hereof and until the 120th Day such level of available Cash amount of not less than the Required Available Cash Amount. (v) No later than the 120th Day (the "Fourth Milestone", and collectively, with the First Milestone, the Second Milestone and the Third Milestone, the "Milestones"), the Purchaser itself shall have in its bank accounts an aggregate available Cash amount of the difference between (x) the Purchase Price and (y) the committed financing available to the Purchaser for the transaction contemplated hereby, and such amount shall be maintained at all times until the Closing Date. The right of a Party to terminate this Agreement pursuant to under this Section 6.1 SECTION 11.1.2 shall not be available to the Party any party whose failure to fulfil fulfill or cause to be fulfilled, in any manner, perform any obligation under this Agreement has contributed to been a substantial cause of, or has substantially resulted in, the failure of the Closing to occur on or before the date; 11.1.3 By either Seller or Buyer by written notice to the other party in the event any court of competent jurisdiction in the United States or other federal, state or local government body shall have occurred issued a final order, decree or ruling or taken any other action, no longer subject to appeal, prohibiting the transactions contemplated hereby; 11.1.4 By Seller by written notice to Buyer in the End Dateevent that Buyer is in material breach of any of its material representations or warranties or obligations or covenants hereunder, whether which breach shall not have been cured within ten (10) days of Buyer's receipt of written notice from Seller alleging such failure was caused breach; or 11.1.5 By Buyer by written notice to Seller in the event that Seller is in material breach of any of its material representations or warranties or obligations or covenants hereunder, which breach has a Material Adverse Effect on the Company and which shall not have been cured within ten (10) days of Seller's receipt of written notice from Buyer alleging such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Partybreach.