Common use of Right of Termination Clause in Contracts

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated herein may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on either Party, in writing delivered to the other Party after June 8, 2010 (the “Termination Date”), if the Closing Date if has not occurred by such date; provided that the conditions set forth right to terminate this Agreement under this Section 13.1(b) shall not be available to any Party that has breached in Article VII have not any material respect any of its obligations under this Agreement and such breach has been satisfied in all material respects by Buyer the cause of, or waived by Seller in writing by resulted in, the failure of the satisfaction of a condition to the Closing to occur on or before the Termination Date; (c) by Buyer either Party, in writing delivered to the other Party, without prejudice to other rights and remedies that the terminating Party may have, if the other Party (i) has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date if Date, or (ii) has materially breached any of its representations or warranties contained herein, in each of cases (i) and (ii), such that the conditions set forth in Article VIII have Section 7.1, 7.2, 8.1 or 8.2, as applicable, are not been satisfied in all material respects by Seller on or waived by Buyer in writing by before the Closing DateTermination Date or are incapable of being satisfied; (d) by either Party, in writing delivered to the other Party, without liability, if there shall be any order, writ, injunction or decree of any Governmental Authority binding on any of the Closing Parties that prohibits or restrains the Parties from consummating the Closing; provided that such Party shall have used its reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have occurred on or before July 15, 2012been lifted within thirty (30) days after entry by any such Governmental Authority; (e) by either Party Buyer, in writing delivered to Seller, if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein;conditions set forth in Article VII have become incapable of fulfillment prior to the Termination Date, and have not been waived in writing by Buyer; or (f) by either Party Seller, in writing delivered to Buyer, if (i) the aggregate amount any of the Purchase Price Adjustments agreed upon between conditions set forth in Article VIII have become incapable of fulfillment prior to the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed Termination Date, and have not been waived in writing by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this AgreementSeller.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by either Seller or waived by Buyer in writing by the Closing Date; (d) by either Partyafter March 5, 2014 if the Closing shall not have occurred on or before July 15such date; provided, 2012however, that no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect; (ec) by either Party Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (fd) by either Party Seller or Buyer if (i) the aggregate amount other is in material breach of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net Agreement, has received notice of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed such breach by the Parties) plus (ii) asserting Party and has not cured such breach on or before March 5, 2014, unless such breach has been waived by the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)asserting Party; or (he) as otherwise provided herein; providedby either Seller or Buyer after March 5, however2014 if the Closing shall not have occurred on or before such date, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is both Parties are at such time in material breach of any provision this Agreement or if neither Party has at such time satisfied their respective conditions of this Agreementthe other Party to close.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by either Sellers or Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Partyafter April 30, 2013 if the Closing shall not have occurred on or before July 15such date; provided, 2012however, that no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect; (ec) by either Party Sellers or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above by either Sellers or Buyer if the other is in material breach of this Agreement, has received notice of such breach by the asserting Party is and has not cured such breach on or before April 30, 2013, unless such breach has been waived by the asserting Party; or (e) by either Sellers or Buyer after April 30, 2013 if the Closing shall not have occurred on or before such date, if both Parties are at such time in material breach of any provision this Agreement or if neither Party has at such time satisfied their respective conditions of this Agreementthe other Party to close.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, if the Closing shall not have occurred on or before July 15December 31, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c13.05(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII VIII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII IX have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July May 15, 20122010; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or Seller if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined asserted by Buyer pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) Defects, plus (ii) the aggregate amount Allocated Value of all Assets excluded from the Environmental Defect Values agreed upon between the Parties or otherwise finally determined transactions contemplated by this Agreement pursuant to this Agreement with respect to all Environmental DefectsSection 4.06 and Section 4.11, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)$6,375,000.00; or (hg) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, if the Closing shall not have occurred on or before July 15December 30, 20122013; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c13.05(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by either Seller or waived by Buyer in writing by the Closing Date; (d) by either Partyafter October 31, 2013 if the Closing shall not have occurred on or before July 15such date; provided, 2012however, that no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect; (ec) by either Party Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (fd) by either Party Seller or Buyer if (i) the aggregate amount other is in material breach of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net Agreement, has received notice of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed such breach by the Parties) plus (ii) asserting Party and has not cured such breach on or before October 31, 2013, unless such breach has been waived by the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)asserting Party; or (he) as otherwise provided herein; providedby either Seller or Buyer after October 31, however2013 if the Closing shall not have occurred on or before such date, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is both Parties are at such time in material breach of any provision this Agreement or if neither Party has at such time satisfied their respective conditions of this Agreementthe other Party to close.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by Seller on either Buyer or Seller, by written notice to the Closing Date other Party, if any of the conditions set forth in Article VII Section 6.03 are not satisfied, have not been satisfied in all material respects by Buyer or waived by Seller in writing such Party and are incapable of being satisfied by the Closing Outside Date; (c) by Buyer on the Closing Date Seller, by written notice to Buyer, if any of the conditions set forth in Article VIII Section 6.01 are not satisfied, have not been satisfied in all material respects waived by Seller or waived by Buyer in writing and are incapable of being satisfied by the Closing Outside Date; (d) by either PartyBuyer, by written notice to Seller if any of the Closing shall conditions set forth in Section 6.02 are not satisfied, have occurred on or before July 15, 2012not been waived by Buyer and are incapable of being satisfied by the Outside Date; (e) by either Buyer or Seller, by written notice to the other Party, if the Closing does not occur on or prior to the Outside Date; provided, however, that the right to terminate this Agreement under Section 9.01(e) shall not be available to any Party if any Governmental Authority shall have issued an order, judgment whose breach of a representation or decree warranty in this Agreement or taken any other whose action challenging, delaying, restraining, enjoining, prohibiting or invalidating failure to act in breach of this Agreement has been a principal cause or resulted in the consummation of any failure of the transactions contemplated hereinClosing to occur on or before such date; (f) by either Party Buyer or Seller, by written notice to the other Party, if (i) the aggregate amount Bankruptcy Court approves any agreement for a transaction or series of related transactions, other than the transactions to be consummated under this Agreement, pursuant to which all or substantially all of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined Assets will be acquired (whether pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties an asset sale, merger, stock purchase, a Chapter 11 plan or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Priceotherwise); (g) by Buyer in accordance with Section 13.04(c)Buyer, by written notice to Seller, if the Bankruptcy Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (h) by the Administrative Agent, by written notice to Seller, if (i) the Required Lenders fail to designate (in a form and substance satisfactory to the Administrative Agent) Buyer under this Agreement prior to the Outside Date, (ii) Buyer fails to execute and deliver the joinder to this Agreement as otherwise provided herein; providedcontemplated by Section 5.12 prior to the Outside Date or (iii) the Administrative Agent determines that any additional approval of the Required Lenders is necessary in order to consummate the transactions contemplated hereby and such approval is not obtained, howeverhas not been waived by the Administrative Agent acting at the direction of the Required Lenders and is incapable of being obtained by the Outside Date. For purposes of this Section 9.01, that no Party shall have prior to the Joinder Date, the Administrative Agent acting at the direction of the Required Lenders may exercise any right of Buyer to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach on behalf of any provision of this AgreementBuyer.

Right of Termination. This Agreement may be terminated at any time at or prior to and the Closingtransactions contemplated hereby abandoned: (a) by at any time, upon the mutual written consent of the PartiesSeller and Buyer; (b) by Seller on at any time after 9 months from the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects date hereof, by Seller or waived by Buyer in writing by the Closing Date; (d) by either Partyupon 30 days prior written notice if, if on or before such date the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)occurred; or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), this Section 9.1(b) shall not be available to either Seller or Buyer if all Closing Conditions are fulfilled or waived prior to the expiration of the 30 day notice period set forth in this Section 9.1(b) and shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date. (c)) By either Seller or Buyer if any Governmental Entity (i) shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties shall have used all reasonable best efforts to resist, resolve or lift, as applicable) permanently restraining, enjoining or otherwise prohibiting the sale and purchase of the Sale Shares or the Share Buyback, and such order, decree, ruling or other action shall have become final and nonappealable; (d) above By Seller or Buyer upon 5 Business Days prior written notice to Seller or Buyer if such Party is at such time title to the Sale Shares shall have reverted to Seller and the other actions provided in material breach Section 3.3(c) shall have occurred; (e) By Seller, upon five Business Days' prior written notice to Buyer, if Parliamentary authorization for Seller to proceed with the sale of any provision of this Agreementthe Sale Shares and other transactions contemplated herein has not been granted.

Right of Termination. This Agreement may be terminated and abandoned at any time at or prior to the Closing: (a) by the written mutual written consent of the PartiesBuyer and Company; (b) by Seller on the Closing Date Buyer, upon written notice to Company, if any of the conditions set forth in Article VII Section 6.2 shall not have not been satisfied fulfilled in all material respects at the time at which the Closing would otherwise occur or if satisfaction of such a condition is or becomes impossible, provided that at the time of such notice Buyer must have complied in all material respects with its obligations under this Agreement; and provided, further, that Company shall have ten (10) days after the notice sent by Buyer pursuant to this subsection (b) in which to fulfill such conditions not fulfilled unless satisfaction of such a condition is or waived by Seller in writing by the Closing Datebecomes impossible; (c) by Buyer on the Closing Date Company, upon written notice to Buyer, if any of the conditions set forth in Article VIII Section 6.3 shall not have not been satisfied fulfilled in all material respects by Seller or waived by Buyer in writing by at the time at which the Closing Datewould otherwise occur or if satisfaction of such a condition is or becomes impossible, provided that at the time of such notice Company must have complied in all material respects with their obligations under this Agreement; and provided, further, that Buyer shall have ten (10) days after the notice sent by Company pursuant to this subsection (c) in which to fulfill such conditions not fulfilled unless satisfaction of such a condition is or becomes impossible; (d) by either PartyBuyer or Company, upon written notice to the other, if the Closing shall not have occurred on or before July 15prior to September 16, 20122008 (the “Outside Date”); provided, however, that at the time of such notice the party exercising such termination right shall have complied in all material respects with its obligations under this Agreement; (e) by either Party Buyer, if any Governmental Authority shall have issued an orderBuyer is not satisfied in its sole discretion with the results of its Due Diligence, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any upon written notice given to Company prior to expiration of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined Due Diligence Period that Buyer has elected to terminate this Agreement pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c7.1(e); or (h) as otherwise provided herein; provided, however, that no Party Buyer shall be deemed to have waived its termination right under this Section 7.1(e) if Buyer has not given such written notice to Company prior to expiration of the right Due Diligence Period; (f) By Company, in connection with Company’s entering into a definitive agreement to effect an Acquisition Proposal in accordance, and provided that Company has complied, with Section 5.6;provided, however, that an election by Company to terminate this Agreement pursuant to clause this Section 7.1(f) shall not be effective until Company shall have paid the Break-up Fee plus all Buyer Advances to the Company as provided in Section 7.2(b)(iii); (b)g) By Buyer, if (i) Company enters into a definitive agreement to effect an Acquisition Proposal, (c), ii) Company’s Board of Directors recommends that Company’s shareholders accept or approve any Acquisition Proposal or (diii) above if such Party is at such time Company’s Board of Directors withdraws or modifies, in a manner material breach and adverse to Company, the Recommendation, in any case, regardless of whether Company has complied with Section 5.6; (h) Automatically, as set forth in Section 6.1(b) above; or (i) Automatically, as set forth inSection 6.1(c) above; or (j) Automatically, in the event of Buyer’s termination for any provision reason of this the Facility Purchase Agreement, as permitted thereunder.

Right of Termination. This Agreement and the transactions contemplated herein may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the both Parties; (b) by Seller on either Party, in writing delivered to the other Party after 60 days after the Execution Date (the “Termination Date”), if the Closing Date if has not occurred by such date; provided that the conditions set forth right to terminate this Agreement under this Section 13.1(b) shall not be available to a Party that has breached in Article VII have not any material respect any of its obligations under this Agreement and that breach has been satisfied in all material respects by Buyer the cause of, or waived by Seller in writing by resulted in, the failure of the satisfaction of a condition to the Closing to occur on or before the Termination Date; (c) by Buyer either Party, in writing delivered to the other Party, without prejudice to other rights and remedies that the terminating Party may have, if the other Party (i) has materially failed to perform its covenants or agreements contained herein required to be performed on or prior to the Closing Date if Date, or (ii) has materially breached any of its representations or warranties contained herein, in each of cases (i) and (ii), such that the conditions set forth in Article VIII have Sections 7.1, 7.2, 8.1 or 8.2, as applicable, are not been satisfied in all material respects by Seller on or waived by Buyer in writing by before the Closing DateTermination Date or are incapable of being satisfied; (d) by either Party, in writing delivered to the other Party, without liability, if there shall be any order, writ, injunction or decree of any Governmental Authority binding on any of the Closing Parties that prohibits or restrains the Parties from consummating the Closing; provided that such Party shall have used its reasonable best efforts to have any such order, writ, injunction or decree lifted and the same shall not have occurred on or before July 15, 2012been lifted within 30 days after entry by any such Governmental Authority; (e) by either Party Buyer, in writing delivered to Seller, if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein;conditions set forth in Article VII have become incapable of fulfillment prior to the Termination Date, and have not been waived in writing by Buyer; or (f) by either Party Seller, in writing delivered to Buyer, if (i) the aggregate amount any of the Purchase Price Adjustments agreed upon between conditions set forth in Article VIII have become incapable of fulfillment prior to the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed Termination Date, and have not been waived in writing by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this AgreementSeller.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Seller if the Closing shall not have occurred on or before July 15August 31, 20122006; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty ten percent (2010%) percent of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Prior to Closing, this Agreement may be terminated at any time at or prior to the Closingtime: (a) by mutual written consent of the PartiesExisting Member, the Company and the New Member, in which case no Party shall have any Liability or obligation hereunder as a result of such termination; (b) by Seller on the Closing Date Existing Member or the New Member, if any Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Order or Law (in either case, that is final and non-appealable and that has not been vacated, withdrawn, or overturned) that makes illegal or otherwise prohibits or restrains the consummation of the transactions contemplated by this Agreement (in either case, that is final and non-appealable and that has not been vacated, withdrawn, or overturned) and that would give rise to the failure of satisfaction of any of the conditions in Section 7.04 or Section 8.04; provided that the right to terminate this Agreement under this Section 10.01(b) shall not be available to a Party if the enactment, issuance, promulgation, enforcement, or entering of such Order or Law was primarily due to the failure of such Party to perform or comply with any of the covenants, agreements or conditions set forth in Article VII have not been satisfied in all material respects hereof to be performed or complied with by Buyer or waived by Seller in writing by it prior to the Closing DateClosing; (c) by Buyer on the Closing Date if Existing Member or the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date;Company, if: (d) by either Party, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) (A) neither the aggregate amount of Existing Member nor the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party Company is at such time then in material breach of any provision of this Agreement and (B) there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the New Member pursuant to this Agreement that would, in each case, give rise to the failure of satisfaction of any of the conditions in Section 8.01 or Section 8.02 on or prior to the Outside Date (other than through failure of the Existing Member or the Company to comply with their obligations under this Agreement), and such breach, inaccuracy or failure to perform is not cured within thirty (30) days after receipt of notice thereof from the Existing Member (or any shorter period of time that remains between the date the Existing Member provides written notice of such violation or breach and the Outside Date); or (ii) the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of the Existing Member or the Company to perform or comply, in all material respects, with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing. (d) by the New Member, if: (i) (A) the New Member is not then in material breach of any provision of this Agreement and (B) there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the Existing Member or the Company pursuant to this Agreement that would, in each case, give rise to the failure of satisfaction of any of the conditions in Section 7.01 or Section 7.02 on or prior to the Outside Date (other than through failure of the New Member to comply with its obligations under this Agreement), and such breach, inaccuracy or failure to perform is not cured within thirty (30) days after receipt of notice thereof from the New Member; or (ii) the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of the New Member to perform or comply, in all material respects, with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing.

Right of Termination. This Agreement may be terminated and abandoned at any time at or prior to the Closing: (a) by the written mutual written consent of the PartiesBuyer and Company; (b) by Seller on the Closing Date Buyer, upon written notice to Company, if any of the conditions set forth in Article VII SECTION 6.2 shall not have not been satisfied fulfilled in all material respects at the time at which the Closing would otherwise occur or if satisfaction of such a condition is or becomes impossible, PROVIDED that at the time of such notice Buyer must have complied in all material respects with its obligations under this Agreement; and PROVIDED, FURTHER, that Company shall have ten (10) days after the notice sent by Buyer pursuant to this subsection (b) in which to fulfill such conditions not fulfilled unless satisfaction of such a condition is or waived by Seller in writing by the Closing Datebecomes impossible; (c) by Buyer on the Closing Date Company, upon written notice to Buyer, if any of the conditions set forth in Article VIII SECTION 6.3 shall not have not been satisfied fulfilled in all material respects by Seller or waived by Buyer in writing by at the time at which the Closing Datewould otherwise occur or if satisfaction of such a condition is or becomes impossible, PROVIDED that at the time of such notice Company must have complied in all material respects with their obligations under this Agreement; and PROVIDED, FURTHER, that Buyer shall have ten (10) days after the notice sent by Company pursuant to this subsection (c) in which to fulfill such conditions not fulfilled unless satisfaction of such a condition is or becomes impossible; (d) by either PartyBuyer or Company, upon written notice to the other, if the Closing shall not have occurred on or before July 15prior to September 16, 2012; 2008 (e) by either Party if any Governmental Authority the "OUTSIDE DATE"); PROVIDED, HOWEVER, that at the time of such notice the party exercising such termination right shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement complied in all material respects with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of its obligations under this Agreement.;

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by either Seller or waived by Buyer in writing by the Closing Date; (d) by either Partyafter August 12, 2014 if the Closing shall not have occurred on or before July 15such date; provided, 2012however, that no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect; (ec) by either Party Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (fd) by either Party Seller or Buyer if (i) the aggregate amount other is in material breach of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net Agreement, has received notice of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed such breach by the Parties) plus (ii) asserting Party and has not cured such breach on or before August 12, 2014, unless such breach has been waived by the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)asserting Party; or (he) as otherwise provided herein; providedby either Seller or Buyer after August 12, however2014 if the Closing shall not have occurred on or before such date, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is both Parties are at such time in material breach of any provision this Agreement or if neither Party has at such time satisfied their respective conditions of this Agreementthe other Party to close.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date Sellers, by written notice to Buyer, at Sellers’ option, if any of the conditions set forth in Article VII have Section 8.01 or Section 8.03 is not been satisfied in all material respects by Buyer and is incapable of being satisfied at or waived by Seller in writing by prior to the Closing Outside Date; (c) by Buyer on the Closing Date Buyer, by written notice to Sellers, at Buyer’s option, if any of the conditions set forth in Article VIII have Section 8.02 or Section 8.03 is not been satisfied in all material respects by Seller and is incapable of being satisfied at or waived by Buyer in writing by prior to the Closing Outside Date; (d) by either Party, by written notice to the other, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation sum of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of all reductions to the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental DefectsSections 4.01, 4.02, and 8.01(d), exceeds twenty percent (20%) of the unadjusted Purchase Price; (e) by either Party, by written notice to the other Party, if the Bankruptcy Court enters a Final Order following Sellers’ acceptance of a Bid from a Successful Bidder from a Person other than Buyer (an “Alternative Transaction”) or a Final Order confirming any plan of reorganization of Sellers under the Bankruptcy Code (other than pursuant to this Agreement); provided that Buyer agrees to serve as the Backup Successful Bidder if it is selected as the next highest and best Bid for any particular Assets after the Successful Bidder is determined in accordance with the Bidding Procedures, in which event Buyer’s Bid shall remain open and irrevocable until thirty (30) days after the entry of an order by the Court approving a definitive agreement providing for the sale of such Assets. (f) by either Party, by written notice to the other Party, if the Closing does not occur on or prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 11.01(f) shall not be available to any Party whose breach of a representation or warranty in this Agreement or whose action or failure to act in breach of this Agreement has been a principal cause or resulted in the failure of the Closing to occur on or before such date; (g) by Buyer in accordance with Section 13.04(c)either Party, by written notice to the other Party, if the Bankruptcy Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or (h) as otherwise provided herein; providedby Buyer, howeverby written notice to Sellers, that no Party shall have if the right to terminate Bankruptcy Court materially modifies this Agreement pursuant with respect to clause (b), (c), any of Buyer’s rights or (d) above if such Party is at such time in material breach of any provision of this Agreementobligations hereunder.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied by Buyer or waived by Seller in all material respects writing by the applicable Closing Date; (c) by Buyer if the conditions set forth in Article IX have not been satisfied by Seller or waived by Buyer in writing by the applicable Closing Date; (d) by either Party, Buyer if the Offering has not closed or Buyer has not received the funds from the Offering as of the Initial Closing shall not have occurred on or before July 15Date, 2012as may be extended by agreement; (e) by either Buyer or Seller if the Initial Closing has not occurred on or before ninety (90) days from the Execution Date, unless otherwise agreed, provided that the Party seeking termination is not in default under this Agreement; and (f) by Buyer or Seller if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; and provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), (d), (e) or (df) above if such Party is is, at such time time, in material breach of any provision of this Agreement.

Right of Termination. This Prior to Closing, this Agreement may be terminated at any time at or prior by the applicable Party upon written notice to the Closingother Party: (a) by mutual written consent of the Parties; (b) by Seller on or Buyer, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated, or enforced any Law or issued any Order (in either case, that is final and non-appealable and that has not been vacated, withdrawn, or overturned) restraining, enjoining, or otherwise prohibiting consummation of the Closing Date material transactions contemplated by this Agreement; provided, that the right to terminate this Agreement under this Section 11.01(b) shall not be available to a Party if the issuance or promulgation of such Law or Order was primarily due to the failure of such Party to perform or comply with any of the covenants, agreements or conditions set forth in Article VII have not been satisfied in all material respects hereof to be performed or complied with by Buyer or waived by Seller in writing by it prior to the Closing DateClosing; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date;Seller, if: (d) by either Party, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party Seller is at such time not then in material breach of any provision of this Agreement or any of the other Transaction Documents and there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Buyer pursuant to this Agreement or any of the other Transaction Documents that would give rise to the failure of satisfaction of any of the conditions in Section 9.01 or Section 9.02 on or prior to the Outside Date (other than through failure of Seller to comply with its obligations under this Agreement), and such breach is not cured within \\4141-5696-8778 v37 thirty (30) days after receipt of notice thereof from Seller (or any shorter period of time that remains between the date Seller provides written notice of such violation or breach and the Outside Date); or (ii) the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of Seller to perform or comply, in all material respects, with any of the covenants, agreements or conditions to be performed or complied with by it in this Agreement or the Transaction Documents prior to the Closing; or (d) by Xxxxx, if: (i) Buyer is not then in material breach of any provision of this Agreement or any of the other Transaction Documents and there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Seller pursuant to this Agreement or any of the other Transaction Documents that would give rise to the failure of satisfaction of any of the conditions in Section 8.01 or Section 8.02 on or prior to the Outside Date (other than through failure of Buyer to comply with its obligations under this Agreement), and such breach is not cured within thirty (30) days after receipt of notice thereof from Buyer (or any shorter period of time that remains between the date Buyer provides written notice of such violation or breach and the Outside Date); or (ii) the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of Buyer to perform or comply, in all material respects, with any of the covenants, agreements or conditions to be performed or complied with by it in this Agreement or the Transaction Documents prior to the Closing.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Party, by written notice to the other Party, if any Governmental Authority has issued, enacted, entered, promulgated or enforced any Law or issued any Order, in either case, that is final and non-appealable and that has not been vacated, withdrawn or overturned (other than a temporary restraining order), restraining, enjoining or otherwise prohibiting the consummation of the Transactions; provided, however, that the right to terminate this Agreement under this Section 11.01(b) shall not be available to a Party if the issuance or promulgation of such Law or Order was primarily due to the failure of such Party to perform or comply with any of the covenants, agreements, obligations or conditions of this Agreement to be performed or complied with by such Party prior to the Closing; (c) by the Seller, by written notice to the Purchaser, if the Seller is not then in material Breach of any provision of this Agreement and there has been a material Breach, inaccuracy in or failure to perform any representation, warranty, covenant or obligation of the Purchaser in this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 8.01 or Section 8.02 on or prior to the Outside Date (other than through the Seller’s failure to comply with its obligations under this Agreement), and such Breach, if curable, is not cured within 30 days after receipt of written notice thereof from the Seller (or any shorter period of time that remains between the date the Seller provides written notice of such violation or Breach and the Outside Date); provided, however, that if, at the end of such 30-day period, the Purchaser is proceeding in good faith to cure such Breach, then the Purchaser shall have an additional 30 days from the end of such 30-day period to effect such cure (or any shorter period of time that remains between the date the Seller provides written notice of such violation or Breach and the Outside Date); (d) by the Purchaser, by written notice to the Seller, if the Purchaser is not then in material Breach of any provision of this Agreement and there has been a material Breach, inaccuracy in or failure to perform any representation, warranty, covenant or obligation of the Seller in this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 7.01 or Section 7.02 on or prior to the Outside Date (other than through the Purchaser’s failure to comply with its obligations under this Agreement), and such Breach, if curable, is not cured within 30 days after receipt of written notice thereof from the Purchaser (or any shorter period of time that remains between the date the Purchaser provides written notice of such violation or Breach and the Outside Date); provided, however, that if, at the end of such 30-day period, the Seller is proceeding in good faith to cure such Breach, the Seller shall have an additional 30 days from the end of such 30-day period to effect such cure (or any shorter period of time that remains between the date the Purchaser provides written notice of such violation or Breach and the Outside Date); (e) by either Party, by written notice to the other Party, if the Closing has not occurred as of the Outside Date; provided, however, that the right to terminate this Agreement under this Section 11.01(e) shall not be available to a Party if such failure of the Closing to occur as of the Outside Date is due to such Party’s failure to perform or comply with, in all material respects, any of the covenants, agreements, obligations or conditions of this Agreement to be performed or complied with by such Party prior to the Closing; (f) by either Party, pursuant to Section 6.13; or (g) by the Seller, by written notice to the Purchaser, if all of the conditions set forth in Article VII and Article VIII shall have not been previously satisfied (other than any condition the failure of which to be satisfied is attributable, in all material respects by Buyer whole or waived by Seller in writing part, to a Breach by the Closing Date; (c) Purchaser of its representations, warranties, covenants or agreements contained herein and other than conditions that, by Buyer on their nature, are to be satisfied at the Closing Date if and which were, as of such date, capable of being satisfied) and the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing Purchaser has failed to consummate the Transactions by the Closing Date; (d) by either Party, if date the Closing shall not should have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect Section 2.02 while the Seller stands ready and able to all uncured Title Defects (net of complete the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this AgreementClosing.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of all of the Parties; (b) by Seller on the Closing Date Sellers if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer Xxxxx or waived by Seller Sellers in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller Sellers or waived by Buyer Xxxxx in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July 151, 20122011; (e) by either any Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Sellers if (i) Buyer asserts, prior to the aggregate amount expiration of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Examination Period, Title Defects (net of and/or Environmental Defects for which the aggregate amount of the Purchase Price Adjustments for all combined Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Defects Values and Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) exceed 5% of the Purchase Price;; or (g) by Buyer if Purchase Price adjustments on account of Title Defects and/or Environmental Defects asserted by Buyer prior to the expiration of the Examination Period and not cured by Sellers prior to the Closing Date, together with the alleged Environmental Defect Values of Environmental Defects that remain unresolved as of the Closing, exceed 5% of the Purchase Price; or (h) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July 15by October 31, 20122007; (e) by either any Party if any Governmental Authority shall have issued an a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Seller or Buyer if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement Title Defect Values with respect to all uncured Title Defects asserted by Buyer reasonably and in good faith (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the PartiesBenefits) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, Defects asserted by Buyer reasonably and in good faith exceeds twenty ten percent (2010%) of the unadjusted Purchase Price; (g) by Buyer in accordance with Section 13.04(c)or Seller if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership and operation of the Assets as a whole; or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), ) or (d) above if such Party is at such time in material breach of any provision of this Agreement, or such Party instigates a preceding of the nature described in Sections 8.03 and 9.03.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of all of the Parties; (b) by Seller on the Closing Date Sellers if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller Sellers in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller Sellers or waived by Buyer in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July 151, 20122011; (e) by either any Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Sellers if (i) Buyer asserts, prior to the aggregate amount expiration of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Examination Period, Title Defects (net of and/or Environmental Defects for which the aggregate amount of the Purchase Price Adjustments for all combined Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Defects Values and Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) exceed 5% of the Purchase Price;; or (g) by Buyer if Purchase Price adjustments on account of Title Defects and/or Environmental Defects asserted by Buyer prior to the expiration of the Examination Period and not cured by Sellers prior to the Closing Date, together with the alleged Environmental Defect Values of Environmental Defects that remain unresolved as of the Closing, exceed 5% of the Purchase Price; or (h) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, if the Closing shall not have occurred on or before July 15December 30, 20122013; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.amount

Right of Termination. This Agreement and the transactions contemplated hereby may be terminated at terminated: (a) At any time at or prior to the Closing: (a) Closing by mutual written consent of the PartiesSeller and Purchaser; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer At any time at or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects after June 16, 1997, by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Purchaser if the Closing shall not have occurred by such date; and (c) By Seller or Purchaser on or before July 155:00 p.m. Central Standard Time on May 28, 2012; (e) by either Party 1997, if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation Report reveals the existence of any environmental conditions on the real property interests constituting a part of the transactions contemplated herein; (f) by either Party if (i) Pipeline Assets or the aggregate amount "Oil and Gas Assets", as defined in the Production Contract, that require remedial action under applicable environmental laws as in effect on the date of the Purchase Price Adjustments Report which reasonably estimated will cost in excess of $6,000,000 (utilizing the most cost-effective method of remediation as chosen), it being agreed upon between that prior to the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net exercise by Seller of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defectssuch termination right, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party Purchaser shall have the right to terminate this Agreement assume liability for any portion of such remediation costs in excess of $6,000,000, in which event any amounts so assumed by Purchaser shall not be counted towards such $6,000,000 amount (if the Closing occurs, such remediation expenses shall, except to the extent assumed by Purchaser, be the responsibility of Seller, as set forth in Section 10.3 above); provided, however that no such party may exercise any right of termination pursuant to clause (b), (c), this Section 11.1 if the event giving rise to such termination right shall be due to the willful failure of such party to perform or (d) above if observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such Party is at such time in material breach of any provision of this Agreementparty.

Right of Termination. This Agreement and the Transactions may be terminated at any time at or prior to Closing (by written notice from the Closing:terminating Party to the other Party): (a) by mutual written consent Seller if (i) there have been one or more breaches by the Buyer Parties of any of their representations, warranties, covenants or agreements contained herein that have not been waived by Seller and would result in the failure to satisfy any of the Partiesconditions set forth in Section 8.01 or Section 8.02 and such breaches have not been cured within thirty (30) days after written notice thereof has been received by Buyer or (ii) any of the conditions set forth in Section 8.01 or Section 8.02 has become incapable of being satisfied on or before December 20, 2021 or such later date as the Parties may agree upon in writing (the “Outside Date”) and has not been waived by Seller; (b) by Buyer if (i) there have been one or more breaches by Seller on of any of its representations, warranties, covenants or agreements contained herein that have not been waived by Buyer and would result in the Closing Date if failure to satisfy any of the conditions set forth in Article VII Section 7.01 or Section 7.02 and such breaches have not been cured within 30 days after written notice thereof has been received by Seller or (ii) any of the conditions set forth in Section 7.01 or Section 7.02 has become incapable of being satisfied in all material respects by Buyer on or before the Outside Date and has not been waived by Seller in writing by the Closing DateBuyer; (c) by Buyer on Seller, if the Closing Date does not occur on or before the Outside Date; provided, however, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 15.01(c) if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller is a Breaching Party at or waived by Buyer in writing by the Closing Dateprior to such time; (d) by either PartyBuyer, if the Closing shall does not have occurred occur on or before July 15the Outside Date; provided, 2012however, that Buyer shall not be entitled to terminate this Agreement pursuant to this Section 15.01(d) if Buyer is a Breaching Party at or prior to such time; (e) by either Party Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any the Transactions is enjoined, restrained or otherwise prohibited or otherwise made illegal by the terms of the transactions contemplated hereina final, non-appealable order; (f) by either Party if (i) the aggregate amount mutual written consent of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price;Seller and Buyer; or (g) by Seller, if Buyer does not deliver to Seller the Deposit within the time period provided in accordance with Section 13.04(c3.01(d); or (h) as otherwise provided herein; provided. Notwithstanding anything to the contrary in the foregoing Section 15.01, howeverSeller may, that no Party shall have the right to if it is a Breaching Party, terminate this Agreement prior to Closing under Section 15.01(a) or Section 15.01(c) at any time following the 60th day after the Outside Date unless, prior to Seller so terminating this Agreement, Buyer has commenced appropriate proceedings to enforce its rights of specific performance hereunder and, thereafter, use commercially reasonable efforts to prosecute such proceeding or proceeding(s). Any such termination by Seller pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreementthe preceding sentence will be without prejudice to Buyer’s rights and remedies under Section 15.02.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller Sellers on the Closing Date if the conditions set forth in Article VII IX have not been satisfied in all material respects by Buyer or waived by Seller Sellers in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII X have not been satisfied in all material respects by Seller Sellers or waived by Buyer in writing by the Closing Date; (d) by either Party, any Party if the Closing shall not have occurred on or before July 15February 28, 20122004, provided that the Party seeking termination is not in default under this Agreement; (e) by either any Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein;; or (f) by either Party any party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between to by the Parties or otherwise finally determined pursuant to under this Agreement with respect to all uncured Pre-Closing Title Defects (net of and all Pre-Closing Environmental Defects exceeds the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds which is twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; . provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), (d), or (df) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Prior to the Closing, this Agreement may be terminated at any time at or prior to the Closingterminated: (a) by mutual written consent of the PartiesSeller and Buyer; (b) subject to Section 11.11(b), by either Seller on or Buyer, if the Closing has not occurred on or prior to the date that is 90 days after the Effective Date (the “Outside Date”); provided, however, that if the only condition set forth in Article VII and Article VIII that has not been satisfied or waived at such time (other than those conditions set forth in Article VII have and Article VIII that by their nature are to be satisfied at the Closing) is the condition in Section 7.06 and Section 8.06 with respect to obtaining any required regulatory approval under the HSR Act, then the Outside Date shall be automatically extended until the earlier of (i) ten Business Days after the required regulatory approval under the HSR Act is received and (ii) 180 days after the original Outside Date; provided, further, that the right to terminate this Agreement pursuant to this Section 9.01(b) shall not been satisfied be available to a Party if such Party is then in all material respects breach of any representation, warranty, covenant or agreement contained in this Agreement or the other Transaction Documents and such breach has caused, or resulted in, the failure of the transactions contemplated by Buyer this Agreement to be consummated on or waived by Seller in writing by the Closing Date;before such date. (c) by Buyer on either Seller or Buyer, if any final, non-appealable Order issued, or Law enacted, entered into or promulgated, issued, adopted, decreed or otherwise implemented by a Governmental Authority, in each case permanently restrains, enjoins, has the Closing Date if effect of making illegal or otherwise prohibits the conditions consummation of the transactions contemplated by this Agreement in a manner that would give rise to the failure of a condition set forth in Article VIII Section 7.04, Section 7.05, Section 8.04 or Section 8.05; provided, that the right to terminate this Agreement pursuant to this Section 9.01(c) shall not be available to a Party whose failure to act in compliance with the provisions of this Agreement has been the cause of such Law or Order to have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Dateissued; (d) by either PartySeller, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority Buyer shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of breached any of the transactions contemplated herein; (f) by either Party if its representations, warranties, covenants or agreements contained in this Agreement, and such breach (i) would give rise to the aggregate amount failure of a condition set forth in Section 8.01 or Section 8.02 if continuing on the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus Closing Date and (ii) has not been cured by the aggregate amount earlier of 30 days after written notice thereof is delivered to Buyer and the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided hereinOutside Date; provided, however, that no Party Seller shall not have the right to terminate this Agreement pursuant to clause this Section 9.01(d) if Seller is then in breach of any representation, warranty, covenant or other agreement contained in this Agreement and such breach would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02 if continuing on the Closing Date; (be) by Buyer, if Seller shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement, and such breach (i) would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02 if continuing on the Closing Date and (ii) has not been cured by the earlier of 30 days after written notice thereof is delivered to Seller and the Outside Date; provided, however, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.01(e) if it is then in breach of any representation, warranty, covenant or agreement contained in this Agreement and such breach would give rise to the failure of a condition set forth in Section 8.01 or Section 8.02 if continuing on the Closing Date; or (f) by Seller, by written notice to Buyer, if (i) all of the conditions set forth in Article VII and Article VIII have been satisfied (other than any conditions set forth Article VII and Article VIII that by their nature are to be satisfied by actions taken at the Closing or any unsatisfied conditions that Seller is willing to waive or that result from Buyer’s breach), (cii) Buyer has failed to consummate the transactions contemplated by this Agreement by the date the Closing should have occurred pursuant to Section 2.03, (iii) Seller has confirmed in writing to Buyer that all of the conditions set forth in Article VII and Article VIII have been satisfied (other than any conditions that by their nature are to be satisfied by actions taken at the Closing or any unsatisfied conditions that Seller is willing to waive or that result from Buyer’s breach) or that it is willing to waive any unsatisfied conditions to its obligation to consummate the Closing as set forth in Article VIII, and that Seller stands ready, willing and able to consummate the Closing and (iv) Buyer fails to consummate the Closing within five Business Days after Seller’s delivery of such notice. (g) by either Seller or Buyer in accordance with, but subject to, the provisions of Section 6.15(d), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby will automatically be terminated prior to the Closing upon the consummation of the transactions contemplated by the June 19, 2015 Purchase and Sale Agreement as the Backup Successful Bid. Additionally, this Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date Seller, by written notice to Buyer, at Seller’s option, if any of the conditions set forth in Article VII have Section 8.01 or Section 8.03 is not been satisfied in all material respects by Buyer and is incapable of being satisfied at or waived by Seller in writing by prior to the Closing Outside Date; (c) by Buyer on the Closing Date Buyer, by written notice to Seller, at Buyer’s option, if any of the conditions set forth in Article VIII have Section 8.02 or Section 8.03 is not been satisfied in all material respects by Seller and is incapable of being satisfied at or waived by Buyer in writing by prior to the Closing Outside Date; (d) by either Party, by written notice to the other, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating sum of all Un-obtained Consents exceeding the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, Consent Threshold exceeds twenty three percent (203%) of the Purchase Price; (ge) by either Party, by written notice to the other Party, if the Bankruptcy Court enters a Final Order following Seller’s acceptance of a Bid for the Assets from a Successful Bidder from a Person other than Buyer in accordance with Section 13.04(c(an “Alternative Transaction”) or a Final Order confirming any plan of reorganization of Seller under the Bankruptcy Code which provides for a sale of the Assets (other than pursuant to this Agreement); or; (hf) as otherwise provided hereinby either Party, by written notice to the other Party, if the Closing does not occur on or prior to the Outside Date; provided, however, that no Party shall have the right to terminate this Agreement pursuant under this Section 11.01(f) shall not be available to clause (b), (c), or (d) above if such any Party is at such time in material whose breach of any provision a representation or warranty in this Agreement or whose action or failure to act in breach of this AgreementAgreement has been a principal cause or resulted in the failure of the Closing to occur on or before such date; or (g) by either Party, by written notice to the other Party, if the Bankruptcy Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code. (h) By either Party, by written notice to the other Party, upon the occurrence of a Material Adverse Effect as to the Assets.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller Sellers on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller Sellers in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller Sellers or waived by Buyer in writing by the Closing Date; (d) by either Party, Sellers if the Closing shall not have occurred on or before July June 15, 20122006; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty ten percent (2010%) percent of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), ) or (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Buyer or St. Xxxx if the Closing shall not have occurred on or before July by February 15, 20122008; (e) by either Party Buyer or St. Xxxx if any Governmental Authority shall have issued an a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or St. Xxxx if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement Title Defect Values with respect to all uncured Title Defects asserted by Buyer reasonably and in good faith (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the PartiesBenefits) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, Defects asserted by Buyer reasonably and in good faith plus (iii) the aggregate amount of all Casualty Losses exceeds twenty percent (20%) of the unadjusted Purchase Price; (g) by either Buyer in accordance with Section 13.04(c)or St. Xxxx if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership, operation or value of the Assets; or (h) as otherwise provided herein; . provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach Breach of any provision of this Agreement, or such Party instigates a proceeding of the nature described in Section 8.03 or Section 9.03.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by Seller or Buyer if the aggregate Purchase Price Adjustment necessitated by the Title Defects and Environmental Defects determined pursuant to Article IV and in the manner provided in Section 10.03, above, exceed ten percent (10%) of the aggregate Purchase Price; (b) by mutual written consent of the Parties; (bc) by Seller on the Closing Date if the conditions set forth in Article VII VIII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (cd) by Buyer on the Closing Date if the conditions set forth in Article VIII IX have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, if the Closing shall not have occurred on or before July 15, 2012; (e) by either any Party if any Governmental Authority shall have issued an a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (hf) as otherwise provided herein; provided, however, that no a Party shall not have the right to terminate this Agreement pursuant to clause (ba), (c), ) or (d) above if such Party is at such time in material breach of any provision of this Agreement, or such Party instigates a proceeding of the nature described in Sections 8.03 and 9.03.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by Seller on the Closing Date if the conditions set forth in Article VII IX have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing DateSeller; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII X have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing DateBuyer; (d) by either PartySeller or Buyer, by notice to the other Party on or after October 14, 2016, if the Closing shall not have occurred on or before July 15, 2012by that date; (e) by either Party Buyer or Seller if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; (f) by either Party Buyer or Seller if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect Title Defect Values attributable to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the PartiesBenefits) determined in accordance with Article IV, plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect attributable to all uncured Environmental DefectsDefects determined in accordance with Article V, exceeds twenty percent (20%) of the Unadjusted Purchase Price;Price (“Aggregate Defect Threshold”); or (g) by Buyer in accordance with Buyer, pursuant to the termination provisions of Section 13.04(c); or (h) as otherwise provided herein; 4.07 and 4.08. provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such that Party is at such the time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller Sellers on the Closing Date if the conditions set forth in Article VII VIII have not been satisfied in all material respects by Buyer or waived by Seller Sellers in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII IX have not been satisfied in all material respects by Seller Sellers or waived by Buyer in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July 15October 31, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or Sellers if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined asserted by Buyer pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) Defects, plus (ii) the aggregate amount Allocated Value of all Assets excluded from the Environmental Defect Values agreed upon between the Parties or otherwise finally determined transactions contemplated by this Agreement pursuant to this Agreement with respect to all Environmental DefectsSection 4.06 and Section 4.11, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)$800,000.00; or (hg) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII 9 have not been satisfied in all material respects by --------- Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Buyer or St. Mary if the Closing shall not have occurred on or before July 15by February 00, 20122008; (e) by either Party Buyer or St. Mary if any Governmental Authority shall have issued an a finxx xnd non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or St. Mary if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with Title Defect Valuex xxth respect to all uncured Title Defects asserted by Buyer reasonably and in good faith (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the PartiesBenefits) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, Defects asserted by Buyer reasonably and in good faith plus (iii) the aggregate amount of all Casualty Losses exceeds twenty percent (20%) of the unadjusted Purchase Price; (g) by either Buyer in accordance with Section 13.04(c)or St. Mary if between execution of this Agreement and Closing, xx event should occur having a Material Adverse Effect on the ownership, operation or value of the Assets; or (h) as otherwise provided herein; . provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach Breach of any provision of this Agreement, or such Party instigates a proceeding of the nature described in Section 8.03 or Section 9.03.

Right of Termination. This Prior to Closing, this Agreement may be terminated at any time at or prior to the Closingtime: (a) by mutual written consent of the Parties; (b) by the Seller on or the Closing Date Purchaser, if any court or other Governmental or Regulatory Authority shall have issued, enacted, entered, promulgated, or enforced any Law or issued any Order (in either case, that is final and non-appealable and that has not been vacated, withdrawn, or overturned) restraining, enjoining, or otherwise prohibiting consummation of the material transactions contemplated by this Agreement; provided, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to a Party if the issuance or promulgation of such Law or Order was primarily due to the failure of such Party to perform or comply with any of the covenants, agreements or conditions set forth in Article VII have not been satisfied in all material respects hereof to be performed or complied with by Buyer or waived by Seller in writing by it prior to the Closing DateClosing; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date;Seller: (d) by either Party, if the Closing shall not have occurred on or before July 15, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) if the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party Seller is at such time not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the Purchaser pursuant to this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 6.3 on or prior to the Outside Date (other than through failure of the Seller to comply with its obligations under this Agreement), and such breach is not cured within thirty (30) days after receipt of notice thereof from the Seller (or any shorter period of time that remains between the date the Seller provides written notice of such violation or breach and the Outside Date); (ii) if the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of the Seller to perform or comply, in all material respects, with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (d) by the Purchaser: (i) if, the Purchaser is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the Seller pursuant to this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 6.2 on or prior to the Outside Date (other than through failure of the Purchaser to comply with its obligations under this Agreement), and such breach is not cured within thirty (30) days after receipt of notice thereof from the Purchaser (or any shorter period of time that remains between the date the Purchaser provides written notice of such violation or breach and the Outside Date); or (ii) if, the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of the Purchaser to perform or comply, in all material respects, with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (e) pursuant to the terms of Section 1.10.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII VIII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII IX have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July 15February 28, 20122005; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty [***] percent (20[***]%) percent of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c13.03(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be terminated at terminated: (a) At any time at or prior to the Closing: (a) Closing by mutual written consent of the PartiesSeller and Purchaser; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer At any time at or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects after June 16, 1997, by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Purchaser if the Closing shall not have occurred by such date; and (c) By Seller or Purchaser on or before July 155:00 p.m. Central Daylight Time on May 28, 2012; (e) by either Party 1997, if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation Report reveals the existence of any environmental conditions on the real property interests constituting a part of the transactions contemplated herein; (f) by either Party if (i) Oil and Gas Assets or the aggregate amount assets constituting the "Pipeline Assets" as defined in Pipeline Contract that require remedial action under applicable environmental laws as in effect on the date of the Purchase Price Adjustments Report which reasonably estimated will cost in excess of $6,000,000 (utilizing the most cost-effective method of remediation as chosen), it being agreed upon between that prior to the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net exercise by Seller of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defectssuch termination right, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party Purchaser shall have the right to terminate this Agreement assume liability for any portion of such remediation costs in excess of $6,000,000, in which event any amounts so assumed by Purchaser shall not be counted towards such $6,000,000 amount (if the Closing occurs, such remediation expenses shall, except to the extent assumed by Purchaser, be the responsibility of Seller, as set forth in Section 11.4 above); provided, however that no such party may exercise any right of termination pursuant to clause (b), (c), this Section 12.1 if the event giving rise to such termination right shall be due to the willful failure of such party to perform or (d) above if observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such Party is at such time in material breach of any provision of this Agreementparty.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Buyer or St. Mxxx if the Closing shall not have occurred on or before July by February 15, 20122008; (e) by either Party Buyer or St. Mxxx if any Governmental Authority shall have issued an a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or St. Mxxx if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement Title Defect Values with respect to all uncured Title Defects asserted by Buyer reasonably and in good faith (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the PartiesBenefits) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, Defects asserted by Buyer reasonably and in good faith plus (iii) the aggregate amount of all Casualty Losses exceeds twenty percent (20%) of the unadjusted Purchase Price; (g) by either Buyer in accordance with Section 13.04(c)or St. Mxxx if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership, operation or value of the Assets; or (h) as otherwise provided herein; . provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach Breach of any provision of this Agreement, or such Party instigates a proceeding of the nature described in Section 8.03 or Section 9.03.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Seller if the Closing shall not have occurred on or before July 15December 28, 20122011; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Base Price Adjustments agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Base Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty fifteen percent (2015%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement. Seller’s Representative shall act for all Sellers in making elections under this Section. Any Seller may, by giving five (5) day’s advance written notice of its intent to do so to Buyer and Eagle Oil and Gas Co., choose to act for itself in this regard.

Right of Termination. This Agreement and the transactions contemplated herein may be terminated at any time at or prior to the Closing: (a) by mutual written consent any of SM or Buyers if any Governmental Authority or arbitrator restrains, prohibits, enjoins or declares illegal the Partiestransactions contemplated by this Agreement and such action by such Governmental Authority or arbitrator shall have become final and non-appealable; (b) by Seller on the Closing Date SM if the conditions a breach of any provision of this Agreement has been committed by any Buyer which breach would give rise to a failure of a condition set forth in Article VII have Section 9.2(a) or 9.2(b) and such breach has not been satisfied in all material respects by Buyer or waived by Seller in writing by SM; provided that prior to any such termination, SM shall give written notice to Buyers specifying such breach and the Closing Datebreaching Buyer shall have until the later of August 12, 2011 or the day that is 10 Business Days after its receipt of such notice to cure any such breach; (c) by Buyer on the Closing Date Buyers if the conditions a breach of any provision of this Agreement has been committed by SM which breach would give rise to a failure of a condition set forth in Article VIII have Section 9.1(a) or 9.1(b) and such breach has not been satisfied in all material respects by Seller or waived by Buyer in writing by Buyers; provided that prior to any such termination, Buyers shall give written notice to SM specifying such breach and SM shall have until the Closing Datelater of August 12, 2011 or the day that is 10 Business Days after its receipt of such notice to cure any such breach; (d) by either Party, SM or Buyers if the Closing shall not have occurred on or before July 15August 31, 20122011; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed SM and Buyers upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided hereinmutual written agreement; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), ) or (d) above if such Party is or its Affiliates are at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) subject to the objection deadline stated in Section 8.01 and Section 8.02, by Buyer on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Seller if the Closing shall not have occurred on or before July 15November 30, 20122006, unless the parties have otherwise mutually agreed to extend the Closing Date; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between by the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty fifteen percent (2015%) percent of the Purchase Price; (g) by Seller if Buyer in accordance with Section 13.04(c)shall not have paid the Deposit amount on or before the due date as provided herein; or (h) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller the IPP Parties on the Closing Date if by the Closing Date (i) the conditions set forth in Sections 9.01, 9.02, 9.04, 9.06 or 9.07 have not been fully satisfied by the applicable Pure Party or waived by the IPP Parties in writing or (ii) any of the other conditions in Article VII IX have not been satisfied in all material respects by Buyer the Pure Parties, Pure and the Partnership, as applicable, or waived by Seller the IPP Parties in writing by the Closing Datewriting; (c) by Buyer the Pure Parties on the Closing Date if by the Closing Date (i) the conditions set forth in Sections 10.01, 10.04, 10.05, 10.06 or 10.07 have not been fully satisfied by the IPP Parties or waived by the Pure Parties in writing or (ii) any of the other conditions set forth in Article VIII X have not been satisfied in all material respects by Seller the applicable IPP Party or waived by Buyer the Pure Parties in writing by the Closing Datewriting; (d) by either Party, any Party if the Closing shall not have occurred on or before July 15January 31, 20122001; (e) by either any Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (hf) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), ) or (d) above if such Party is or its Affiliates are at such time in material breach of any provision of this Agreement or the Purchase Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller on the Closing Date if the conditions set forth in Article VII 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party, Seller if the Closing shall not have occurred on or before July 15by March 16, 20122011; provided, however, if the Parties mutually agree, such date may be extended; (e) by either Party Buyer or Seller if any Governmental Authority shall have issued an a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or Seller if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement Title Defect Values with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed asserted by the Parties) Buyer reasonably and in good faith plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, Defects asserted by Buyer reasonably and in good faith plus (iii) the aggregate amount of all Casualty Losses exceeds twenty percent (20%) of the unadjusted Purchase Price;; or (g) by either Buyer in accordance with Section 13.04(c); or (h) as otherwise provided herein; or Seller if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership, operation or value of the Assets. provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach Breach of any provision of this Agreement, or such Party instigates a proceeding of the nature described in Section 8.03 or Section 9.03.

Right of Termination. This Agreement and the transactions contemplated herein may be terminated at any time at or prior to the Closing:to (a) by mutual written consent any of SM or Buyers if any Governmental Authority or arbitrator restrains, prohibits, enjoins or declares illegal the Partiestransactions contemplated by this Agreement and such action by such Governmental Authority or arbitrator shall have become final and non- appealable; (b) by Seller on the Closing Date SM if the conditions a breach of any provision of this Agreement has been committed by any Buyer which breach would give rise to a failure of a condition set forth in Article VII have Section 9.2(a) or 9.2(b) and such breach has not been satisfied in all material respects by Buyer or waived by Seller in writing by SM; provided that prior to any such termination, SM shall give written notice to Buyers specifying such breach and the Closing Datebreaching Buyer shall have until the later of August 12, 2011 or the day that is 10 Business Days after its receipt of such notice to cure any such breach; (c) by Buyer on the Closing Date Buyers if the conditions a breach of any provision of this Agreement has been committed by SM which breach would give rise to a failure of a condition set forth in Article VIII have Section 9.1(a) or 9.1(b) and such breach has not been satisfied in all material respects by Seller or waived by Buyer in writing by Buyers; provided that prior to any such termination, Buyers shall give written notice to SM specifying such breach and SM shall have until the Closing Datelater of August 12, 2011 or the day that is 10 Business Days after its receipt of such notice to cure any such breach; (d) by either Party, SM or Buyers if the Closing shall not have occurred on or before July 15August 31, 20122011; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed SM and Xxxxxx upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c); or (h) as otherwise provided hereinmutual written agreement; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), ) or (d) above if such Party is or its Affiliates are at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller Sellers if there shall have been a breach or inaccuracy of Buyer’s representations and warranties in this Agreement or a failure by Buyer to perform its obligations, covenants and agreements contained in this Agreement that (i) would result in, if occurring and continuing on the Closing Date if Date, the failure of the conditions to the Closing set forth in Article VII have Section 8.01 or Section 8.02 and (ii) cannot be or has not been satisfied in all material respects by Buyer or waived by Seller in writing cured by the Closing earlier of (1) 30 days after the giving of written notice by Sellers to Buyer of such breach, inaccuracy or failure and (2) the Termination Date; (c) by Buyer if there shall have been a breach or inaccuracy of Sellers’ representations and warranties in this Agreement or a failure by any Seller to perform its obligations, covenants and agreements contained in this Agreement that (i) would result in, if occurring and continuing on the Closing Date if Date, the failure of the conditions to the Closing set forth in Article VIII have Section 9.01, Section 9.02 or Section 9.03 and (ii) cannot be or has not been satisfied in all material respects cured by Seller or waived the earlier of (1) 30 days after the giving of written notice by Buyer in writing by to Sellers’ Representative of such breach and (2) the Closing Termination Date; (d) by either Party, any Party if the Closing shall not have occurred on or before July 15November 30, 20122010 (the “Termination Date”); (e) by either any Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, permanently restraining, enjoining, enjoining or otherwise prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement and such order, judgment, decree or other action shall have become final and nonappealable or if there shall be adopted any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited (provided, however, that the right to terminate this Agreement under this Section 11.01(e) shall not be available to any Party whose failure to fulfill any material covenant or agreement under this Agreement, including the obligations of the Parties under Section 7.08(a) and 7.08(c), has been the cause of or resulted in the action or event described in this Section 11.01(e)); (f) by either Party Buyer if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments Defect Values for all Title Benefits agreed by the Parties) Defects and Identified Claims determined in accordance with Article IV, plus (ii) the aggregate amount of the Environmental Defect Values agreed upon between the Parties or otherwise finally determined pursuant to this Agreement with respect to for all Environmental DefectsDefects determined in accordance with Article IV, exceeds twenty percent $51,500,000 (20%) of the Purchase Price;“Aggregate Default Threshold”); or (g) by Buyer Buyer, if Assets having an aggregate Allocated Value constituting more than ten percent of the Purchase Price shall be damaged or destroyed by fire or other casualty, or shall be taken in accordance with Section 13.04(c); or (h) as otherwise provided hereincondemnation or under the right of eminent domain, or proceedings for such purpose shall be pending or threatened; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by Seller Sellers on the Closing Date if the conditions set forth in Article VII VIII have not been satisfied in all material respects by Buyer or waived by Seller Sellers in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article VIII IX have not been satisfied in all material respects by Seller Sellers or waived by Buyer in writing by the Closing Date; (d) by either Party, Party if the Closing shall not have occurred on or before July 15December 31, 2012; (e) by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (f) by either Party Buyer or Sellers if (i) the aggregate amount of the Purchase Price Adjustments agreed upon between the Parties or otherwise finally determined asserted by Buyer pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) Defects, plus (ii) the aggregate amount Allocated Value of all Assets excluded from the Environmental Defect Values agreed upon between the Parties or otherwise finally determined transactions contemplated by this Agreement pursuant to this Agreement with respect to all Environmental DefectsSection 4.06 and Section 4.11, exceeds twenty percent (20%) of the Purchase Price; (g) by Buyer in accordance with Section 13.04(c)$500,000.00; or (hg) as otherwise provided herein; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material breach of any provision of this Agreement.