Common use of Termination and Abandonment Clause in Contracts

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of NMC and IIC; (b) By NMC, or IIC, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; (c) By NMC, or IIC, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Closing Date: (a) By mutual consent of NMC MBF and IICTCC; (b) By NMCMBF, or IICTCC, if any condition set forth in Article VII relating to the other party has not been met by the effective closing date or has not been waived in writing by the other party; (c) By NMCMBF, or IICTCC, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Closing Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of BKN) prior to the Effective Closing Date: (a) By mutual consent of NMC and IICthe Parties; (b) By NMC, or IICeither Party, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMC, or IICeither Party, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Closing Date is not within 30 days from the date hereof, or if the Closing Date passes without performance.; or 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of ATNG) prior to the Effective Date: (a) By mutual consent of NMC ATNG and IICPatho; (b) By NMCATNG, or IICPatho, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCATNG, or IICPatho, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement misstate- ment or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; or (f) ATNG shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of NMC ETS and IICPMN; (b) By NMCETS, or IICPMN, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; (c) By NMCETS, or IICPMN, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of NMC NCC and IICSGI; (b) By NMCNCC, or IICSGI, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; (c) By NMCNCC, or IICSGI, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. (f) If the Share Purchase Agreement executed and dated concurrently between Surinder Rametra and National Cxxx Xxxx. xx xxx closed for any reason. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of CB) prior to the Effective Date:. (a) By mutual consent of NMC CB and IIC; OSWE; (b) By NMCCB, or IICOSWE, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; waived; (c) By NMCCB, or IICOSWE, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; ; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; ; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; (f) or CB shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of MASSTECH) prior to the Effective Closing Date: (a) By mutual consent in writing of NMC MASSTECH and IICGST; (b) By NMCMASSTECH, or IICGST, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywithout being waived; (c) By NMCMASSTECH, or IICGST, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Closing Date is not within 30 days from the date hereof; or (f) MASSTECH shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein, provided that it may assign only once at which time the 30 days contemplated in (e) above shall begin to run again. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, ; the Agreement may be terminated and abandoned at any time prior to the Effective Closing Date: (a) By mutual consent in writing of NMC Castle and IICXxxxxx and GST; (b) By NMCCastle and Xxxxxx, or IICGST, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCCastle and Xxxxxx, or IICGST, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Closing Date is not within 30 days from the date hereof; or (f) Castle and Xxxxxx shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein, provided that it may assign only once at which time the 30 days contemplated in (e) above shall begin to run again. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Closing Date: (a) By mutual consent of NMC SJP and IICBCOIII; (b) By NMC, SJP or IICBCOIII, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMC, SJP or IICBCOIII, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Closing Date is not within 30 days from the date hereof, or if the Closing Date passes without performance.; or 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors or Manager provided; however, that such action shall be taken only if, in the judgment of the Board of Directors or Manager taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of CNG) prior to the Effective Closing Date: (a) By mutual consent of NMC CNG and IICCLM; (b) By NMC, CNG or IICCLM, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMC, CNG or IICCLM, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party;; or (e) By any party if the Agreement Effective Closing Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors Directors, provided; , however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of AMI) prior to the Effective Date: (a) By mutual consent of NMC AMI and IICNELX; (b) By NMCAMI, or IICNELX, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCAMI, or IICNELX, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; or (f) AMI shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Closing Date: (a) By mutual consent of NMC Warp and IICRMI; (b) By NMCWarp, or IICRMI, if any condition set forth in Article VII relating to the other party has not been met by the effective date Closing Date or has not been waived in writing by the other party; (c) By NMCWarp, or IICRMI, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performanceperformance of conditions precedent, unless those conditions precedent not satisfied are waived by the party for whose benefit the condition exists. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors Directors; provided; , however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of CAT) prior to the Effective Date: (a) By mutual consent of NMC CAT and IICOSWE; (b) By NMCCAT, or IICOSWE, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCCAT, or IICOSWE, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; or (f) CAT shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of GWI) prior to the Effective Date: (a) By mutual consent of NMC GWI and IICIVG; (b) By NMC, GWI or IICIVG, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMC, GWI or IICIVG, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of NMC NCC and IICSGI; (b) By NMCNCC, or IICSGI, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; (c) By NMCNCC, or IICSGI, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. (f) If the Share Purchase Agreement executed and dated con- currently between Surinder Rametra and Naxxxxxx Xxxx Xxxx. is not closed for any reason. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of NMC SRE and IICDS; (b) By NMCSRE, or IICDS, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; (c) By NMCSRE, or IICDS, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Closing Date: (a) By mutual consent of NMC XPI and IICBVC; (b) By NMCXPI, or IICBVC, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other party; (c) By NMCXPI, or IICBVC, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of CAT) prior to the Effective Date: (a) By mutual consent of NMC CAT and IICOSWE; (b) By NMCCAT, or IICOSWE, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCCAT, or IICOSWE, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; ; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; or (f) CAT shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of ATNG) prior to the Effective Date: (a) By mutual consent of NMC ATNG and IICPatho; (b) By NMCATNG, or IICPatho, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCATNG, or IICPatho, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; or (f) ATNG shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time prior to the Effective Date: (a) By mutual consent of NMC NBTI and IICSCRE; (b) By NMCNBTI, or IICSCRE, if any condition set forth in Article Articles VII or X relating to the other party has not been met by the effective date Effective Date or has not been waived in writing by the other party; (c) By NMCNBTI, or IICSCRE, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 15 days from the date hereof, or if the Closing Date passes without performance. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of CB) prior to the Effective Date: (a) By mutual consent of NMC CB and IICOSWE; (b) By NMCCB, or IICOSWE, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCCB, or IICOSWE, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof; or (f) CB shall have the right to assign this agreement to any other entity, or if at any time, subject to the Closing Date passes without performancedue diligence terms herein. 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of CPI) prior to the Effective Date: (a) By mutual consent of NMC CPI and IICCGS; (b) By NMCCPI, or IICCGS, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMCCPI, or IICCGS, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; (e) By any party if the Agreement Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance.; or 8.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors provided; however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.

Termination and Abandonment. 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement Exchange may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of Combined) prior to the Effective DateDate of such Exchange: (a1) By mutual written consent of NMC Citizens and IICCombined; (b2) By NMC, Citizens or IICCombined, if any condition set forth in Article VII relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c3) By NMC, Citizens or IICCombined, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated herebyExchange; (d4) By any partyCitizens or Combined, if there is discovered any material error, misstatement or omission in the representations and warranties of another partyparty made herein; 10.01. 1-12 (5) By Citizens or Combined, if more than 2.5% of the shares of Combined are properly perfected as to rights to dissent to the Exchange under Section 5.11 of the Texas Business Corporation Act; (e6) By any party if If the Agreement Effective Date is not Texas Commissioner of Insurance issues an order denying the application of Citizens to acquire control of Combined or Lifeline or fails to approve both applications within 30 120 days from the date hereofits filing, or if the Closing Date passes without performance.this Agreement shall terminate in totality; or 8.2 (7) Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors Directors; provided; , however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially material adverse effect on the benefits intended under this Agreement to the party (or shareholders of the party) waiving such term or condition.

Termination and Abandonment. 8.1 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and abandoned at any time (whether before or after the approval and adoption thereof by the shareholders of Northstar prior to the Effective Date: (a) By mutual consent of NMC Midwest and IICNorthstar; (b) By NMC, Midwest or IICNorthstar, if any condition set forth in Article VII VI relating to the other party has not been met by the effective date or has not been waived in writing by the other partywaived; (c) By NMC, Midwest or IICNorthstar, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party;; or (e) By Midwest if more than 2.5% of the shares of Northstar are properly perfected as to rights to dissent to the Merger; or (f) By any party if the Agreement Effective Date is not within 30 180 days from the date hereof, or if the Closing Date passes without performance. 8.2 7.2 Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefit thereof, by action taken by its Board board of Directors directors provided; however, that such action shall be taken only if, in the judgment of the Board board of Directors directors taking the action, such waiver will not have a materially material adverse effect on the benefits intended under this Agreement to the party waiving such term or condition.