Common use of Termination and Abandonment Clause in Contracts

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: (i) by mutual consent of Parent, Liberty Media and the Company; (ii) by any of the Company, Parent or Liberty Media: (A) if the Merger shall not have been consummated on or before July 31, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing, whether before or after approval and adoption of this Agreement by the stockholders of the Company: (i) by mutual written consent of Parent, Liberty Media Silver Co. and the Company; Silver; (ii) by any of the Company, Parent either Silver Co. or Liberty MediaSilver: (A) if the Merger Closing shall not have been consummated on or occurred before July 31August 30, 20001996 (or, provided if earlier, the termination of the Merger Agreement pursuant to Section 6.1(ii)(A)), provided, that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has been the cause of or resulted in the failure of the Merger Closing to be consummated on or occur before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach by the other party of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of any other party agreements contained in this Agreement, in each case that is Agreement and such breach shall not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach have been cured within five business days after written notice thereof shall have been received by the Company, party alleged to be in breach or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable, nonappealable or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media Silver or Silver Co., if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation required approvals of the Merger stockholders of Silver contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at a meeting of stockholders duly convened therefor or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transactionat any adjournment thereof. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: (i) by mutual consent of Parent, Liberty Media and the Company; (ii) by any of the Company, Parent or Liberty Media: (A) if the Merger shall not have been consummated on or before July December 31, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July December 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30February 28, 20002001, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: (i) by mutual consent of Parent, Liberty Media and the Company; (ii) by any of the Company, Parent or Liberty MediaLiberty: (A) if the Merger shall not have been consummated on or before July 31March 29, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement resulted in, or has been the cause of or resulted in a substantial cause of, the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31March 29, 2000 2000, solely or primarily as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transactiontransaction or event, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates Affiliates, whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d8.3(h), or 8.4(f8.4(d) to be satisfied or waived, any party, by written notice to the each other partiesparty, may extend such date up to September 30May 29, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty MediaLiberty, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided that the S-4 Registration Statement became effective (unless the failure of the S-4 Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty MediaLiberty); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty MediaLiberty, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary TransactionMerger. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing, whether before or after approval and adoption of this Agreement by the stockholders of the Company: (i) by mutual written consent of Parent, Liberty Media Rockies Sub and the Company; Silver Co.; or (ii) by any of the Company, Parent either Rockies Sub or Liberty MediaSilver Co.: (A) if the Closing shall not have occurred before May 30, 1996 (provided, that if the Merger shall not have been consummated as of such date as a result of the failure to have been satisfied of the condition contained in Section 5.2(l) and such condition, in the reasonable opinion of the parties, is likely to have been satisfied on or before July 31prior to August 30, 20001996, then such date shall be extended to August 30, 1996); provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has been the cause of or resulted in the failure of the Merger Closing to be consummated on or occur before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach by the other party of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of any other party agreements contained in this Agreement, in each case that is Agreement and such breach shall not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach have been cured within five business days after written notice thereof shall have been received by the Company, party alleged to be in breach or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated at any time and the transactions acquisition of the capital stock of Company as herein contemplated hereby may be abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, whether before or after approval except for breaches of warranties, representations, and adoption of covenants set forth in this Agreement by which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances: (ia) by The mutual consent written agreement of Parent, Liberty Media Buyer and the CompanyShareholders; (iib) by any By Buyer if the Closing has not occurred before March 30, 1997 because all conditions to the obligations of Buyer have not been satisfied or waived or because the Shareholders have not made all required deliveries pursuant to Section V; (c) By the Shareholders if the Closing has not occurred before March 30, 1997 because all conditions to the obligations of the Company, Parent Shareholders have not been satisfied or Liberty Media: (A) if the Merger shall waived or because Buyer has not have been consummated on or before July 31, 2000, provided that the right to terminate this Agreement made all required deliveries pursuant to this clause Section VI; and (ii)(Ad) shall not be available to any Any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, may terminate by written notice to the other partiesif any action or proceeding shall have been instituted before any court or other governmental body or, may extend to the knowledge of the party giving such date up notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to September restrain or prohibit the transactions contemplated by this Agreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions ("Governmental Objection"), and such action or proceeding shall not have been dismissed or such written threat shall not have been withdrawn or rescinded before March 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction1997. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may only be terminated and abandoned as follows: (a) by mutual written consent of the parties hereto; (b) by Buyer if the Approval Order has not been entered in the Bankruptcy Cases and become a Final Order within forty five (45) days after the Execution Date; (c) by Buyer if the Closing has not occurred within sixty (60) days after the Execution Date in accordance with Section 3 of this Agreement; (d) by Buyer at any time if it determines that the condition set forth in Section 3.1(c) is not or cannot be satisfied; (e) by Seller or Buyer if the Closing has not occurred within ninety (90) days after the Execution Date; or (f) in the event of breach of this Agreement by either Buyer, on the one hand, or Seller and Parent, on the other hand, and failure of the breaching party to cure same, to the extent curable, within thirty (30) days after receipt of written notice from the non-breaching party specifying such breach. In the event of termination by any party as provided above, written notice shall promptly be given to the other party and each party shall pay its own expenses incident to the preparation for the consummation of this Agreement and the transactions contemplated hereby may be abandoned at any time prior to hereby. In the Effective Time, whether before event of the termination or after approval and adoption abandonment of this Agreement by the stockholders of the Company: (i) by mutual consent of Parent, Liberty Media and the Company; (ii) by any of the Companytransactions contemplated herein, Seller, Parent or Liberty Media: (A) if the Merger and Buyer shall not have been consummated on or before July 31, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any retain all of their respective Affiliates whether prior to rights, claims, and remedies resulting from or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice otherwise relating to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach termination or abandonment of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders Agreement and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transactiontransactions contemplated herein. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be --------------------------- terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: Closing: (i) by mutual written consent of Parent, Liberty Media LDI and the Company; Alloy; or (ii) by any of the Company, Parent either LDI or Liberty MediaAlloy: (A) if the Merger Closing shall not have been consummated on or occurred before July 31June 2, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has been the cause of or resulted in the failure of the Merger Closing to be consummated on or occur before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach by the other party of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of any other party agreements contained in this Agreement, in each case that is Agreement and such breach shall not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach have been cured within five business days after written notice thereof shall have been received by the Companyparty alleged to be in breach, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: Closing: (i) by mutual written consent of Parent, Liberty Media and the Company; Emmis; or (ii) by any of the Company, Parent either Liberty or Liberty MediaEmmis: (A) if the Merger Closing shall not have been consummated on or occurred before July 31February 29, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has been the cause of or resulted in the failure of the Merger Closing to be consummated on or occur before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach by the other party of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of any other party agreements contained in this Agreement, in each case that is Agreement and such breach shall not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach have been cured within five business days after written notice thereof shall have been received by the Companyparty alleged to be in breach, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. (a) This Agreement of Merger may be terminated at any time and the transactions Merger as herein contemplated hereby may be abandoned at any time prior to the Effective TimeTime without liability of any party to any other party, whether before or after approval except for breaches of warranties, representations and adoption of covenants set forth in this Agreement by of Merger which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances: (i) by The mutual consent written agreement of Parent, Liberty Media InfoCure Corporation and the Company;American Medcare Corporation; or (ii) by any of the Company, Parent or Liberty Media: (A) By either party if the Merger shall Effective Time has not have been consummated on or occurred before July 31April 15, 2000, provided that the right to 1997. (b) Any party may terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other partiesif any action or proceeding shall have been instituted before any court or other governmental body or, may extend to the knowledge of the party giving such date up notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to September 30, 2000, (B) if there has been a material breach restrain or prohibit the transactions contemplated by this Agreement of any representation, warranty, covenant Merger or agreement to subject one or more of the parties or their directors or their officers to liability on the part of grounds that it or they have breached any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) law or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining regulation or otherwise prohibiting the Merger acted improperly in connection with such proposed transactions and such order, decree, ruling action or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent proceeding shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws have been dismissed or modifiessuch written threat shall not have been withdrawn or rescinded before April 15, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction1997. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated at any time and the transactions acquisition of the Company Shares as herein contemplated hereby may be abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, whether before or after approval except for breaches of warranties, representations, and adoption of covenants set forth in this Agreement by which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances: (ia) by The mutual consent written agreement of ParentBuyer, Liberty Media Company, and the CompanyShareholders; (iib) by any By Buyer if the Closing has not occurred before March 30, 1997 because all conditions to the obligations of Buyer have not been satisfied or waived or because the Shareholders have not made all required deliveries pursuant to Section V; (c) By the Shareholders if the Closing has not occurred before March 30, 1997 because all conditions to the obligations of the Company, Parent Shareholders have not been satisfied or Liberty Media: (A) if the Merger shall waived or because Buyer has not have been consummated on or before July 31, 2000, provided that the right to terminate this Agreement made all required deliveries pursuant to this clause Section VI; and (ii)(Ad) shall not be available to any Any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, may terminate by written notice to the other partiesif any action or proceeding shall have been instituted before any court or other governmental body or, may extend to the knowledge of the party giving such date up notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to September restrain or prohibit the transactions contemplated by this Agreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions ("Governmental Objection"), and such action or proceeding shall not have been dismissed or such written threat shall not have been withdrawn or rescinded before March 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction1997. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the CompanyClosing: (ia) by the mutual written consent of Parent, Liberty Media the Seller and the CompanyPurchasers; (iib) by any of the CompanySeller, Parent on the one hand or Liberty Media: (A) the Purchasers, on the other hand, if the Merger shall not have been consummated on other party or before July 31, 2000, provided that the right parties hereto fail to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to comply in any party whose failure to perform material respect with any of its obligations under this Agreement has been the cause or their covenants or agreements contained herein, or breaches its or their representations and warranties in any material way and such failure or breach, if capable of or resulted in the failure being cured, is not cured within 30 days of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result receipt of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a failure or breach from the terminating party; (c) by the Company, Seller or Sections 8.4(a) or (b), in the case of such Purchasers if a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift), which permanently restrainingrestrains, enjoining enjoins or otherwise prohibiting prohibits the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or transactions contemplated by this Agreement; or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (IId) by the date one day prior to Seller or the applicable date referred to in (A) abovePurchasers at any time after December 31, 2000; provided however, that if the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the Closing Date has not occurred on or before December 31, 2000 as a result of the Company's a material breach of Section 3.2(a)) and remained effective such that this Agreement, the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent breaching party shall not be entitled to terminate this Agreement pursuant to this clause (D) Section 7(d). In the event of termination and abandonment of this Agreement pursuant to this Section 7, written notice thereof shall forthwith be given to the other party or parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) further action by the CompanySeller or the Purchaser; provided, pursuant that no party shall be relieved of any liability it may have to Section 7.5(c)any other party as a result of any breach of its obligations hereunder.

Termination and Abandonment. This Agreement may be terminated at any time and the transactions purchase of the Assets as herein contemplated hereby may be abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, whether before or after approval except for breaches of warrants, representations, and adoption of covenants set forth in this 52 Agreement by which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances: (ia) by The mutual consent written agreement of Parent, Liberty Media AMC and the CompanyISI; (iib) by any of the Company, Parent or Liberty Media: (A) By AMC if the Merger shall Closing has not occurred before December 15, 1996 because all conditions to the obligations of AMC have not been consummated on satisfied or before July 31, 2000, provided that the right to terminate this Agreement waived or because ISI has not made all required deliveries pursuant to this clause Section V; (ii)(Ac) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that By ISI if the Merger Closing has not occurred before December 15, 1996 because all conditions to ISI's obligations have not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, waived or because AMC has not made all required deliveries pursuant to Section VI; and (d) Any party may terminate by written notice to the other partiesif any action or proceeding shall have been instituted before any court or other governmental body or, may extend to the knowledge of the party giving such date up notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to September restrain or prohibit the transactions contemplated by this Agreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions ("Governmental Objection"), and such action or proceeding shall not have been dismissed or such written threat shall not have been withdrawn or rescinded before November 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction1996. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be --------------------------- terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: Closing: (i) by mutual written consent of Parent, Liberty Media and the Company; Emmis; or (ii) by any of the Company, Parent either Liberty or Liberty MediaEmmis: (A) if the Merger Closing shall not have been consummated on or occurred before July 31February 29, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has been the cause of or resulted in the failure of the Merger Closing to be consummated on or occur before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach by the other party of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of any other party agreements contained in this Agreement, in each case that is Agreement and such breach shall not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach have been cured within five business days after written notice thereof shall have been received by the Companyparty alleged to be in breach, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned terminated: (a) at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement Closing by the stockholders mutual written consent of the Company: (i) by mutual consent of ParentPurchaser, Liberty Media the Company and the Companyeach Seller; (iib) by the Purchaser, if any of the Company, Parent conditions set forth in Section 5.1 have not been complied with by the Company or Liberty Media: (A) if the Merger shall not have been consummated any Seller on or before July 31September 29, 20002005; provided, provided however, that the such right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any breach of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before a reason for such datenoncompliance; and, and provided further provided, that if the Merger has not been consummated Purchaser shall terminate this Agreement based on or before July 31the failure to obtain a Pre-Acquisition Notice (as required by Section 5.1(d)), 2000 solely Purchaser shall immediately pay $250,000 to the Company as a result termination fee in the event such failure results from clause (z) of the failure definition of Pre-Acquisition Notice in Schedule 1 not being satisfied; (c) by the Sellers, if the conditions set forth in Sections 8.1(b) (if Section 5.2 have not been complied with by the failure Purchaser on or before September 29, 2005; provided, however, that such right to satisfy such condition is the result terminate shall not be available to any party whose breach of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there this Agreement has been a material breach of any representationreason for such noncompliance; (d) by the Sellers, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions if Purchaser's condition to closing set forth in Sections 8.2(aSection 5.1(f) has not been complied with (or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (IIirrevocably waived) by the date one day prior to the applicable date referred to in (A) abovePurchaser on or before September 1, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media)2005; or (iiie) by Liberty Media if (x) either the Purchaser, the Company Board withdraws or modifiesthe Sellers if any final and nonappealable Order or any Law shall be enacted or issued which permanently restrains, in a manner adverse to Parent enjoins or Liberty Media, its approval prohibits or recommendation makes illegal the consummation of the Merger or (y) Contemplated Transactions, upon notification of the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) non-terminating party by the Company, pursuant to Section 7.5(c)terminating party.

Termination and Abandonment. This Agreement may be terminated at any time and the transactions acquisition of the capital stock of Company as herein contemplated hereby may be abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, whether before or after approval except for breaches of warranties, representations, and adoption of covenants set forth in this Agreement by which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances: (ia) by The mutual consent written agreement of Parent, Liberty Media IFC and the CompanyShareholders; (iib) by any By IFC if the Closing has not occurred before June 30, 1997 because all conditions to the obligations of IFC have not been satisfied or waived or because the Shareholders have not made all required deliveries pursuant to Section V; (c) By the Shareholders if the Closing has not occurred before June 30, 1997 because all conditions to the obligations of the Company, Parent Shareholders have not been satisfied or Liberty Media: (A) if the Merger shall waived or because IFC has not have been consummated on or before July 31, 2000, provided that the right to terminate this Agreement made all required deliveries pursuant to this clause Section VI; and (ii)(Ad) shall not be available to any Any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, may terminate by written notice to the other partiesif any action or proceeding shall have been instituted before any court or other governmental body or, may extend to the knowledge of the party giving such date up notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to September restrain or prohibit the transactions contemplated by this Agreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions ("Governmental Objection"), and such action or proceeding shall not have been dismissed or such written threat shall not have been withdrawn or rescinded before June 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction1997. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing Date: (a) By mutual consent of ALSC and Security National; (b) By ALSC or Security National if the Closing has not occurred on or prior to February 28, whether before or after approval and adoption 20 I 0, provided that the non-occurrence of the Closing was not caused by any breach of this Agreement by the stockholders of the Company: (i) by mutual consent of Parent, Liberty Media and the Companyparty seeking termination; (iic) by By ALSC or Security National, if there is discovered any material error, misstatement or omission in the representations and warranties of the Company, Parent or Liberty Media: (A) if the Merger shall not have been consummated on or before July 31, 2000, other party; provided that the right to terminate this Agreement party seeking termination pursuant to this clause (ii)(ASection 7.l(c) shall not be available have provided the other party with written notice of such error, misstatement or omission and such other party shall have failed to any party whose failure to perform any of its obligations under this Agreement has been the cause of cure such error, misstatement or resulted in the failure of the Merger to be consummated on or before omission with thirty (30) days after receiving such date, notice and provided further that if the Merger has party seeking termination pursuant to this Section 7.l(c) is not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party provision contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) ; or (bd) By ALSC or Sections 8.3(a) or (b), Security National in the case event any Regulatory Authority denies any approval or consent requested for the transactions contemplated by this Agreement (including any appeal of such denial) and the failure to obtain such approval or consent would have a breach material adverse effect on the business and operations of Capital Reserve upon Closing; and (d) By ALSC, within 20 days of the date hereof, should it determine after due diligence that it no longer desires to pursue the transaction. 7.2 Any of the terms or conditions of this Agreement may be waived m writing at any time by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior party entitled to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transactionbenefit thereof. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to Acquisition Sub's purchase of Shares pursuant to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the CompanyOffer: (ia) by the mutual written consent of Parent, Liberty Media Parent and the CompanyCompany provided that, any such consent shall require the concurrence of a majority of the Continuing Directors if it occurs after the purchase by Acquisition Sub of shares of Company Common Stock pursuant to the Offer; (b) by (i) Parent if the Company shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement with the effect that the condition set forth in paragraph (e) of Annex I would be incapable of being satisfied on or prior to the Termination Date or (ii) by any of the Company, if Parent, U.S. Parent or Liberty Media: Acquisition Sub shall have breached any of its representations, warranties, covenants or agreements contained herein which breach would reasonably be expected to materially impair or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement, and, such breach by its nature is not capable of being cured prior to the last date to which the Offer could be extended pursuant to Section 1.01(a); (Ac) by either Parent or the Company if the Merger Offer shall not have been consummated prior to the close of business on or before July 31October 1, 20002001 (the "Termination Date"), provided that neither the right to terminate this Agreement pursuant to or extend such date under this clause (ii)(ASection 8.01(c) shall not be available to any party whose failure to perform any breach of its obligations under this Agreement has been the cause of of, or resulted in in, the failure of the Merger Offer to be consummated on or before the close of business on such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) by the Company, pursuant to Section 7.5(c).;

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the CompanyClosing Date: (ia) by By mutual written consent of Parentthe Purchaser, Liberty Media the Seller and the CompanyShareholder; (iib) by any of By the CompanyPurchaser, Parent or Liberty Media: (A) if the Merger shall not have been consummated on or before July 31, 2000, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of Section 5.1 hereof shall not have been complied with or performed in any material acquisition respect and such noncompliance or other transactionnonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the Seller and the Shareholder on or before the Closing Date; (c) By the Purchaser or the Seller, or agreement with respect theretoas applicable, engaged inwithin ten (10) days following receipt of notice of an event described in clause (i) of the second section of Section 7.4 hereof. (d) By the Seller and the Shareholder, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) Section 5.2 hereof shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, its nature cannot be satisfiedcured or eliminated) by the Purchaser on or before the Closing Date; (e) By the Seller and the Shareholder or the Purchaser, (C) if any court of competent jurisdiction action or other competent Governmental Entity proceeding shall have issued an orderbeen instituted by any party, decree or, to the knowledge of the Purchaser, the Seller or ruling or taken any other action permanently restrainingthe Shareholder, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealablebeen threatened by any public or private authority or third party, to restrain or (D) prohibit the stockholders of the Company fail to approve and adopt the Merger Proposal transactions contemplated by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) above, provided the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media)Agreement; or (iiif) by Liberty Media By the Seller and the Shareholder or the Purchaser, if (x) the Company Board withdraws Closing shall not have occurred on or modifiesprior to August 14, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends1998, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) such later date as may be mutually approved in writing by the CompanySeller, pursuant to Section 7.5(c)the Shareholder and the Purchaser.

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be purchase and sale of the Acquired Assets abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the Company: Closing: (ia) by mutual consent agreement of Parent, Liberty Media the Sellers and the Company; Purchasers; (iib) by any of the Company, Parent or Liberty Media: (A) Purchasers if the Merger conditions set forth in Section 7.2 and the deliveries required by Section 7.4 shall not have been consummated complied with and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) on or before the Closing Date; (c) by the Sellers, if the conditions set forth in Section 7.3 and the deliveries required by Section 7.5 shall not have been complied with and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) on or before the Closing Date; or (d) if on June 30, 1997 all conditions to the Closing have been satisfied but the Purchasers fail to close, then the Sellers shall have the option exercisable by advance written notice thereof to the Purchasers to extend the period of time for the Closing until July 31, 1997. As consideration for the extension of time for Closing, the Purchasers shall pay to the Sellers at the Closing (should it occur) an amount equal to interest on $25,900,000 less the $1,000,000 down payment at 9% per annum from June 30, 1997 until the Closing Date. Furthermore, if the Closing shall not have occurred on or before July 31, 20001997 for any reason whatsoever, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose other than such party's breach of or failure to perform or comply with any of its obligations under this Agreement has been the cause of agreement herein or resulted in the failure of the Merger provision hereof to be consummated performed or complied with by such party on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a breach by the Company, or Sections 8.4(a) or (b), in the case of such a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (II) by the date one day prior to the applicable date referred to in (A) aboveClosing Date, provided then either the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the result of the Company's material breach of Section 3.2(a)) and remained effective such that the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent shall not Purchasers or Sellers may terminate this Agreement pursuant to this clause (D) without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary TransactionAgreement. (iv) by the Company, pursuant to Section 7.5(c).

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the CompanyClosing Date: (ia) by the mutual written consent of Parent, Liberty Media the Seller and the Company; (iib) by any of the Company, Parent Seller or Liberty Media: (A) the Company if the Merger shall not have been consummated on or before July 31, 2000, provided that the right other party fails to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to comply in any party whose failure to perform material respect with any of its obligations under this Agreement has been the cause covenants or agreements contained herein, or breaches its representations and warranties in any material way and such failure or breach, if capable of or resulted in the failure being cured, is not cured within 30 days of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result receipt of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a failure or breach from the terminating party; (c) by the Company, Seller or Sections 8.4(a) or (b), in the case of such Company if a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift), that permanently restrainingrestrains, enjoining enjoins or otherwise prohibiting prohibits the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or transactions contemplated by this Agreement; or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (IId) by the date one day prior to Seller or the applicable date referred to in (A) aboveCompany at any time after March 31, provided 2002; provided, however, that if the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the Closing Date has not occurred on or before March 31, 2002 as a result of the Company's a material breach of Section 3.2(a)) and remained effective such that this Agreement, the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent breaching party shall not be entitled to terminate this Agreement pursuant to this clause (D) Section 7(d). In the event of termination and abandonment of this Agreement pursuant to this Section 7, written notice thereof shall forthwith be given to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) further action by the Seller or the Company; provided, pursuant that no party shall be relieved of any liability it may have to Section 7.5(c)any other party as a result of any breach of its obligations hereunder.

Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, whether before or after approval and adoption of this Agreement by the stockholders of the CompanyClosing Date: (ia) by the mutual written consent of Parent, Liberty Media the Seller and the CompanyPurchasers; (iib) by any of the Company, Parent Seller or Liberty Media: (A) the Purchasers if the Merger shall not have been consummated on other party or before July 31, 2000, provided that the right parties hereto fail to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to comply in any party whose failure to perform material respect with any of its obligations under this Agreement has been the cause or their covenants or agreements contained herein, or breaches its or their representations and warranties in any material way and such failure or breach, if capable of or resulted in the failure being cured, is not cured within 30 days of the Merger to be consummated on or before such date, and provided further that if the Merger has not been consummated on or before July 31, 2000 solely as a result receipt of the failure of the conditions set forth in Sections 8.1(b) (if the failure to satisfy such condition is the result of any material acquisition or other transaction, or agreement with respect thereto, engaged in, or entered into, by Parent or Liberty Media or any of their respective Affiliates whether prior to or after the date hereof), 8.1(c), 8.2(d), 8.2(f), 8.3(d), 8.3(f), 8.4(d), or 8.4(f) to be satisfied or waived, any party, by written notice to the other parties, may extend such date up to September 30, 2000, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of any other party contained in this Agreement, in each case that is not curable, such that the conditions set forth in Sections 8.2(a) or (b) or Sections 8.3(a) or (b), in the case of such a failure or breach from the terminating party; (c) by the Company, Seller or Sections 8.4(a) or (b), in the case of such Purchasers if a breach by Parent, Merger Sub or Liberty Media, cannot be satisfied, (C) if any court of competent jurisdiction or other competent Governmental Entity governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift), which permanently restrainingrestrains, enjoining enjoins or otherwise prohibiting prohibits the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or transactions contemplated by this Agreement; or (D) the stockholders of the Company fail to approve and adopt the Merger Proposal by the requisite vote (I) at the Special Meeting, or (IId) by the date one day prior to Seller or the applicable date referred to in (A) abovePurchasers at any time after September 30, 2000; provided however, that if the Registration Statement became effective (unless the failure of the Registration Statement to become effective is the Closing Date has not occurred on or before September 30, 2000 as a result of the Company's a material breach of Section 3.2(a)) and remained effective such that this Agreement, the Proxy Statement could be mailed to the Company stockholders and the Special Meeting held prior to such applicable date (provided that Parent breaching party shall not be entitled to terminate this Agreement pursuant to this clause (D) Section 7(d). In the event of termination and abandonment of this Agreement pursuant to this Section 7, written notice thereof shall forthwith be given to the other party or parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without the concurrence of Liberty Media); or (iii) by Liberty Media if (x) the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty Media, its approval or recommendation of the Merger or (y) the Company Board approves or recommends, or authorizes the Company to enter into an agreement with respect to, an Extraordinary Transaction. (iv) further action by the CompanySeller or the Purchasers; provided, pursuant that no party shall be relieved of any liability it may have to Section 7.5(c)any other party as a result of any breach of its obligations hereunder.