Common use of Termination at or Prior to Closing Clause in Contracts

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows: (a) Seller and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller on one hand, or the Partnership, on the other hand, by written notice may terminate this Agreement if the Closing shall not have occurred on or before December 31, 2009; (c) Seller by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner or Buyer herein contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b); (d) The Partnership by written notice to Seller may terminate this Agreement at any time prior to the Closing if any Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in a manner such that the conditions to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b); (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period). Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller Party, with the consent of the Partnership, or in the case of a material breach by the Partnership, the General Partner or Buyer, with the consent of Seller.

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby may be abandoned as follows: (a) Seller Sellers and the Partnership Buyer may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller on one handSellers or Buyer, or the Partnership, on the other hand, by written notice may terminate this Agreement by written notice to the other Parties if (i) the Closing shall not have occurred on or before December 31October 18, 20092013 (the “Termination Date”), provided, however, that, if any applicable filings are required under the HSR Act, either Buyer or Sellers shall have the option to extend the Termination Date, by delivering written notice to the other on or before the Termination Date, for a period of time not to exceed the lesser of (A) thirty (30) days after the Termination Date or (B) two (2) Business Days following the expiration of the initial waiting period under the HSR Act (or early termination thereof) (the “Extended Termination Date”) if all other conditions to the Closing are satisfied at the time of such written notice or capable of then being satisfied and the sole reason the Closing has not been consummated is that the conditions set forth in Section 7.1(e) and Section 7.2(j) have not been satisfied or (ii) if any Restraint shall be in effect and shall have become final and nonappealable; (c) Seller by written notice to the Partnership Sellers may terminate this Agreement by joint written notice to Buyer given at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties warranty or covenants covenant of the Partnership, the General Partner or Buyer herein contained in such a manner such that the conditions to Closing contained in Section 6.1(a7.1(a) and 6.1(bSection 7.1(b) would not be satisfied; provided, however, that, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller Sellers may not terminate this Agreement under this Section 8.1(c9.1(c) until after the applicable deadline specified Termination Date; provided, further, that Buyer shall have five (5) Business Days after the receipt of written notice from Sellers of such breach to commence curative actions as described in this Section 8.1(b9.1(c); (d) The Partnership Buyer may terminate this Agreement by written notice to Seller may terminate this Agreement each of the Sellers given at any time prior to the Closing if any Seller Party Sellers shall have breached any representationsrepresentation, warranties warranty or covenants covenant of such Seller Party Sellers herein contained in such a manner such that the conditions to Closing contained in Section 6.2(a7.2(a), 6.2(bSection 7.2(b) and 6.2(cSection 7.2(d) would not be satisfied; provided, however, that, if such breach may be cured by such Seller Party Sellers through the use of its their commercially reasonable efforts and for so long as such Seller Party continues Sellers continue to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d9.1(d) until after the applicable deadline specified Termination Date; provided, further, that Sellers shall have five (5) Business Days after the receipt of written notice from Buyer of such breach to commence curative actions as described in this Section 8.1(b9.1(d); (e) The Partnership by written notice Buyer may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon to each of the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of Sellers given at any notification pursuant to Section 5.17 or any supplement time prior to the Acquired Company Disclosure Schedule pursuant Closing if Crude JV shall have breached any representation, warranty or covenant of Crude JV herein contained in such a manner such that the conditions to Closing contained in Section 5.177.2(a), Section 7.2(b) and Section 7.2(c) would not be satisfied; provided, however, that after that, if such 30-day periodbreach may be cured by Sellers or Crude JV through the use of their commercially reasonable efforts and for so long as Sellers or Crude JV continue to use such efforts, the Partnership Buyer may only not terminate this Agreement pursuant to under this Section 8.1(g9.1(e) until after the delivery Termination Date, provided, further, that Sellers and Crude JV shall have five (5) Business Days after the receipt of a new notification or supplement written notice from Buyer of such breach to commence curative actions as described in this Section 9.1(e); or (f) Sellers may terminate this Agreement by written notice to Buyer if Buyer does not deposit the Acquired Company Disclosure Schedule Xxxxxxx Money Escrow Amount with the Escrow Agent pursuant to Section 5.17 and only with respect to a new fact 2.2(b) on or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period)before 11:59 p.m. on the first Business Day after the date of this Agreement. Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement Agreement, or whose breach caused a condition to Closing under Article VIII not to have been satisfied, shall not be entitled to terminate this Agreement pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(e) except, in the case of a material breach by any Seller PartySellers or Crude JV, with the written consent of the PartnershipBuyer, or in the case of a material breach by the Partnership, the General Partner or Buyer, with the written consent of Sellereach of the Sellers.

Termination at or Prior to Closing. This Agreement may be terminated The occurrence of any of the following events prior to the Closing notwithstanding the reasonable efforts of the party asserting a termination to avoid the event and to fulfill the transactions contemplated hereby abandoned as followsconditions to Closing in its control shall be a Termination Event: (a) Seller Sellers and the Partnership Buyer may elect to terminate this Agreement at any time on or prior to the Closing Date by mutual written consentconsent of the parties; (b) Seller on one hand, either Sellers or the Partnership, on the other hand, by written notice Buyer may elect to terminate this Agreement if the Closing shall not have occurred on or before December 31May 7, 2009; (c) Seller by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner or Buyer herein contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b); (d) The Partnership by written notice to Seller may terminate this Agreement at any time prior to the Closing if any Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in a manner such that the conditions to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b); (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.171996; provided, however, that after such 30-day period, the Partnership may only neither Sellers nor Buyer can so terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in if such new notification or supplement (which shall similarly be subject to a 30-day period). Notwithstanding anything in the foregoing to the contrary, a Party that party is at such time in material breach of any provision of this Agreement shall not be entitled Agreement; (c) either Sellers or Buyer may elect to terminate this Agreement exceptif any Governmental Entity shall have issued a final non-appealable order, judgment or decree or taken any other action challenging, delaying beyond May 7, 1996, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; (d) Sellers may elect to terminate this Agreement by April 4, 1996 if the aggregate amount of (i) all Title Defects in excess of the 2.5% of Purchase Price deductible asserted pursuant to Article 9 of this Agreement plus (ii) all Environmental Compliance Deficiencies asserted pursuant to Article 10 of this Agreement, exceeds an amount equal to 7.5% of Purchase Price; (e) Buyer may elect to terminate this Agreement by April 4, 1996 if (i) the aggregate amount of Title Defects asserted pursuant to Article 9 of this Agreement up to the amount of the Title Defect Deductible plus (ii) all Environmental Compliance (f) if Buyer has requested permission to conduct a Phase II environmental investigation pursuant to Section 10.1(a) and Sellers have not agreed with Buyer prior to March 28, 1996 on such investigation as required by Section 10.1(a), then on or before the Closing Date either Sellers or Buyer may elect to terminate the transactions contemplated by this Agreement; (g) Buyer may terminate this Agreement pursuant to Section 6.14 provided, however, if the terminating party's estimate of costs to cure Title Defects or Environmental Deficiencies, as the case may be, exceeds the non-terminating party's estimate by more than 10% then neither Sellers nor Buyer shall be entitled to elect to terminate this Agreement pursuant to clauses (d) or (e), respectively, unless and until an independent expert engaged by the parties issues an opinion on the estimated costs of such curative projects ("Estimated Curative Costs"), which Estimated Curative Costs shall be determinative of a material breach by any Seller Party, with the consent of the Partnership, party's right to terminate this Agreement pursuant to clause (d) or in the case of a material breach by the Partnership, the General Partner or Buyer, with the consent of Seller(e) above.

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows: (a) Seller DRPI and the Partnership Buyer may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller on one hand, By either Buyer or the Partnership, on the other hand, DRPI by written notice may to such other Party to terminate this Agreement if the Closing DRPI Stockholder Approval shall not have occurred been obtained on or before December 31January 26, 20092007; (c) Seller DRPI may by written notice to the Partnership may Buyer terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner Partnership or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner Partnership or Buyer herein contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would could not reasonably be expected to be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b); (d) The Partnership Buyer may by written notice to Seller may DRPI terminate this Agreement at any time prior to the Closing if any Seller Party DRPI shall have breached any representations, warranties or covenants of such Seller Party DRPI herein contained in a manner such that the conditions to Closing contained in Section 6.2(a), ) and 6.2(b) and 6.2(c) would could not reasonably be expected to be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b); (e) The Partnership By either Buyer or DRPI if any Governmental Authority of competent jurisdiction has issued a nonappealable final judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (f) By either Buyer or DRPI, if the Closing has not occurred (other than through the failure of such Party to comply fully with its obligations under this Agreement) on or before January 31, 2007; (g) Buyer may by written notice to DRPI terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on DRPI; and (h) DRPI may by written notice to Buyer terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event Partnership or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period)Buyer. Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller PartyDRPI, with the consent of the PartnershipBuyer, or in the case of a material breach by the Partnership, the General Partner Partnership or Buyer, with the consent of SellerDRPI.

Termination at or Prior to Closing. This Agreement may be terminated The occurrence of any of the following events prior to the Closing notwithstanding the reasonable efforts of the party asserting a termination to avoid the event and to fulfill the transactions contemplated hereby abandoned as followsconditions to Closing in its control shall be a Termination Event: (a) Seller and the Partnership Buyer may elect to terminate this Agreement at any time on or prior to the Closing Date by mutual written consent;consent of the parties; or (b) Seller on one hand, or the Partnership, on the other hand, by upon delivery of written notice to Buyer, Seller may elect to terminate this Agreement within thirty-five (35)ninety (90) days of the date hereof if the Closing shall not have occurred on or before December 31aggregate amount of (i) all Title Defects in excess of the 2.5% of Purchase Price deductible asserted pursuant to Article 9 of this Agreement plus (ii) all Environmental Compliance Deficiencies asserted pursuant to Article 10 of this Agreement, 2009;exceeds an amount equal to 7.5% of Purchase Price;5.0% of Purchase Price; or (c) upon delivery of written notice to Seller, Buyer may elect to terminate this Agreement within thirty-five (35)ninety (90) days of the date hereof if the aggregate amount of (i) Title Defects asserted pursuant to Article 9 of this Agreement up to the amount of the Title Defect Deductible plus (ii) all Environmental Compliance Deficiencies asserted pursuant to Article 10 of this Agreement, exceeds an amount equal to 5.0% of Purchase Price; or as permitted under Section 6.8; (d) if Buyer has requested permission to conduct a Phase II environmental investigation pursuant to Section 10.1(a) and Seller has not agreed with Buyer within ten (10) days after the date of Buyer’s notice thereof on such investigation as required by Section 10.1(a), then on or before the thirtieth (30th) day after the date of Buyer’s notice thereof either Seller or Buyer may elect to terminate the transactions contemplated by this Agreement by delivery or written notice to the Partnership may terminate this Agreement at any time prior other Party; or, (e) by either partyParty by delivery of written notice to the other Party, if Closing if the Partnershiphas not occurred by December 31, the General Partner or Buyer shall have breached 2000, due to a failure of any representations, warranties or covenants of the Partnership, the General Partner or Buyer herein contained required conditions in a manner such that the conditions to Closing contained in Section 6.1(a) Articles 7 and 6.1(b) would not be satisfied8; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller a party may not terminate this Agreement under this Section 8.1(c) until after if it is then in breach of the applicable deadline specified in Section 8.1(b);duty to use its reasonable efforts to cause the conditions to be satisfied. satisfied; or (df) The Partnership by written notice if Seller notifies Buyer that the cost to Seller may terminate this Agreement at any remedy the casualty loss exceeds [51%] of the Purchase Price, or that the time to remedy the casualty loss to a condition existing immediately prior to the Closing if any casualty loss will exceed a period of 60 days, then either Buyer or Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in a manner such that the conditions right to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b); (e) The Partnership by written notice may terminate this Agreement upon the occurrence delivery of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon to the occurrence other Party within 10 business days of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected delivery of Seller’s notice to have a Material Adverse Effect on the PartnershipBuyer; or (g) The Partnership by written notice may terminate this Agreement for If Seller notifies Buyer that a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement will be made to the Acquired Company Disclosure Schedules and if Buyer and Seller agree that such supplement would result in a Material Adverse Effect from the effect of the Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement immediately prior to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which intended supplementation, Buyer shall similarly be subject to a 30-day period). Notwithstanding anything in have the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled right to terminate this Agreement except, in the case upon delivery of a material breach by any written notice to Seller Party, with the consent within 15 business days of the Partnership, or in the case of a material breach by the Partnership, the General Partner or Buyer, with the consent delivery of Seller’s notice to Buyer.

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby may be abandoned as follows: (a) Seller Bear Cub and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller on one hand, Bear Cub or the Partnership, on the other hand, by written notice Partnership may terminate this Agreement by written notice to the other if the Closing shall not have occurred on or before December 31May 1, 20092007 (the “Termination Date”); (c) Seller Bear Cub may terminate this Agreement by written notice to the Partnership may terminate this Agreement given at any time prior to the Closing if the Partnership, the General Partner or Buyer Buyers shall have breached any representations, warranties warranty or covenants covenant of the Partnership, the General Partner or Buyer Buyers herein contained in such a manner such that the conditions to Closing contained in Section 6.1(a7.1(a) and 6.1(b7.1(b) would not be satisfied; provided, however, that, if such breach may be cured by the Partnership, the General Partner or Buyer Buyers through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues Buyers continue to use such efforts, Seller Bear Cub may not terminate this Agreement under this Section 8.1(c9.1(c) until after the applicable deadline specified in Section 8.1(b)Termination Date; (d) The Partnership may terminate this Agreement by written notice to Seller may terminate this Agreement Bear Cub given at any time prior to the Closing if any Seller Party the Sellers shall have breached any representationsrepresentation, warranties warranty or covenants covenant of such Seller Party the Sellers herein contained in such a manner such that the conditions to Closing contained in Section 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(c7.2(c) would not be satisfied; provided, however, that, if such breach may be cured by such Seller Party the Sellers through the use of its their commercially reasonable efforts and for so long as such Seller Party continues Sellers continue to use such efforts, Buyer the Partnership may not terminate this Agreement under this Section 8.1(d9.1(d) until after the applicable deadline specified in Section 8.1(b)Termination Date; (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on cause the Acquired Companies;conditions to closing in Section 7.2(e) to not be satisfied; or (f) Seller Bear Cub by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on cause the Partnership; or (gconditions to closing in Section 7.1(e) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly not be subject to a 30-day period)satisfied. Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement Agreement, or whose breach caused a condition to Closing under Article VIII not to have been satisfied, shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller PartyBear Cub or Sellers, with the consent of the Partnership, or in the case of a material breach by the Partnership, the General Partner or BuyerBuyers, with the consent of SellerBear Cub.

Termination at or Prior to Closing. This Agreement may be terminated at any time on or prior to the Closing and the transactions contemplated hereby abandoned as followsDate: (a) Seller and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consentconsent of Purchaser and Seller; (b) Seller by either Purchaser or Seller, if the Closing has not occurred on one handor before September 30, or 2018 (the Partnership“Outside Date”), on the other handprovided, by written notice may however, that neither Party shall be permitted to terminate this Agreement if the Closing shall not have occurred failure to consummate the transactions contemplated hereby on or before December 31, 2009the Outside Date is caused by a breach of this Agreement by the Party electing to terminate pursuant to this Section 7.2(b); (c) by Seller, if Purchaser has breached any of its representations, warranties, covenants or agreements contained in this Agreement, and (A) such breach would give rise to a failure of a condition set forth in Section 7.1(a) if continuing on the Closing Date, (B) Seller by written has given Purchaser five (5) days prior notice to the Partnership may terminate this Agreement at any time of such breach, and (C) such breach has not been cured and cannot be reasonably cured prior to the Closing if Date; provided that, in any such case, neither member of the Partnership, the General Partner or Buyer shall have breached Selling Group is then in material breach of any of its representations, warranties warranties, covenants or covenants of the Partnership, the General Partner or Buyer herein agreements contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b)Agreement; (d) The Partnership by written Purchaser, (i) if the Selling Group has breached any of its representations, warranties, covenants or agreements contained in this Agreement, and (A) such breach would give rise to a failure of a condition set forth in Section 7.1(b) if continuing on the Closing Date, (B) Purchaser has given Seller five (5) days prior notice to Seller may terminate this Agreement at any time of such breach, and (C) such breach has not been cured and cannot be reasonably cured prior to the Closing if Date; provided that, in any Seller Party shall have breached such case, Purchaser is not then in material breach of any of its representations, warranties warranties, covenants or covenants of such Seller Party herein agreements contained in a manner such that this Agreement; or (ii) in accordance with the terms and conditions to Closing contained set forth in Section 6.2(a), 6.2(b6.11; or (iii) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b);there occurs a Material Adverse Effect. (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller or Purchaser on or before the Closing Date if any Governmental Body shall have issued an Order permanently restraining, enjoining, prohibiting or invalidating the consummation of any notification pursuant to Section 5.17 of the transactions contemplated herein or any supplement requiring the divestment of a party’s assets prior to the Acquired Company Disclosure Schedule pursuant to Section 5.17consummation of any of the transactions contemplated herein; provided, however, that after such 30-day period, the Partnership may only party seeking to terminate this Agreement pursuant to this Section 8.1(g7.2(e) after the delivery of a new notification or supplement shall have used its commercially reasonable efforts to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in oppose such new notification or supplement (which shall similarly be subject to a 30-day period). Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller Party, with the consent of the Partnership, or in the case of a material breach by the Partnership, the General Partner or Buyer, with the consent of SellerOrder.

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows: (a) Seller and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller on the one hand, or the Partnership, on the other hand, by written notice may terminate this Agreement if the Closing shall not have occurred on or before December January 31, 20092007; (c) Seller by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner or Buyer herein contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b);; or (d) The Partnership by written notice to Seller may terminate this Agreement at any time prior to the Closing if any Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in a manner such that the conditions to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b);; or (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies;. (f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period). Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller Party, with the consent of the Partnership, or in the case of a material breach by the Partnership, the General Partner or Buyer, with the consent of Seller.

Termination at or Prior to Closing. This Agreement may be terminated The occurrence of any of the following events prior to the Closing notwithstanding the reasonable efforts of the party asserting a termination to avoid the event and to fulfill the transactions contemplated hereby abandoned as followsconditions to Closing in its control shall be a Termination Event: (a) Seller Sellers and the Partnership Buyer may elect to terminate this Agreement at any time on or prior to the Closing Date by mutual written consentconsent of the parties; (b) Seller on one hand, either Sellers or the Partnership, on the other hand, by written notice Buyer may elect to terminate this Agreement if the Closing shall not have occurred on or before December 31July 1, 2009; (c) Seller by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner or Buyer herein contained in a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b); (d) The Partnership by written notice to Seller may terminate this Agreement at any time prior to the Closing if any Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in a manner such that the conditions to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b); (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.171996; provided, however, that after such 30-day period, the Partnership may only neither Sellers nor Buyer can so terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in if such new notification or supplement (which shall similarly be subject to a 30-day period). Notwithstanding anything in the foregoing to the contrary, a Party that party is at such time in material breach of any provision of this Agreement shall not be entitled Agreement; (c) either Sellers or Buyer may elect to terminate this Agreement exceptif any Governmental Entity shall have issued a final non-appealable order, in judgment or decree or taken any other action challenging, delaying beyond May 31, 1996, restraining, enjoining, prohibiting or invalidating the case consummation of a material breach by any Seller Party, with the consent of the Partnershiptransactions contemplated herein; (d) Sellers may elect to terminate this Agreement by April 22, 1996 if the aggregate amount of (i) all Title Defects in excess of the Forty Thousand Dollars ($40,000) deductible asserted pursuant to Article 9 of this Agreement plus (ii) all Environmental Compliance Deficiencies asserted pursuant to Article 10 of this Agreement, exceeds an amount equal to 7.5% of Purchase Price; (e) Buyer may elect to terminate this Agreement by April 22, 1996 if (i) the aggregate amount of Title Defects asserted pursuant to Article 9 of this Agreement up to the amount of the Title Defect Deductible plus (ii) all Environmental Compliance Deficiencies asserted pursuant to Article 10 of this Agreement, exceeds an amount equal to 7.5% of Purchase Price; or (f) if Buyer has requested permission to conduct a Phase II environmental investigation pursuant to Section 10.1(a) and Sellers have not agreed with Buyer prior to April 24, 1996 on such investigation as required by Section 10.1(a), then on or in before the case of a material breach Closing Date either Sellers or Buyer may elect to terminate the transactions contemplated by the Partnership, the General Partner or Buyer, with the consent of Seller.this Agreement;

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows: (a) Seller and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller on one hand, or the Partnership, on the other hand, by written notice may terminate this Agreement if the Closing shall not have occurred on or before December 31September 5, 20092006; provided, however, that, if HSR Approval shall not have been obtained on or prior to such date, the Partnership or TexStar shall have the right, in its sole discretion, to extend such date to October 5, 2006 (with the Closing to be effective as of October 1, 2006 (and with a Measurement Date of September 30, 2006)); (c) Seller by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner Partnership or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner Partnership or Buyer herein contained in such a manner such that the conditions to Closing contained in Section 6.1(a) and 6.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer Partnership through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer Partnership continues to use such efforts, Seller may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified set forth in Section 8.1(b); (d) The Partnership by written notice to Seller may terminate this Agreement at any time prior to the Closing if any Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in such a manner such that the conditions to Closing contained in Section 6.2(a), 6.2(b) and 6.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified set forth in Section 8.1(b); (e) The Partnership by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies;TexStar; or (f) The Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period). Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller PartySeller, with the consent of the Partnership, or in the case of a material breach by the Partnership, the General Partner Partnership or Buyer, with the consent of Seller.

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows: (a) Seller Sellers and the Partnership may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller Sellers, on the one hand, or the Partnership, on the other hand, by written notice may terminate this Agreement if the Closing shall not have occurred on or before December 31February 5, 20092008; provided, however, that, if HSR Approval shall not have been obtained on or prior to such date, the Partnership and ASC shall each have the right, in its sole discretion, to extend such date to March 5, 2008 (with the Closing to be effective as of March 1, 2008 (and with a Measurement Date of February 29, 2008)); (c) Seller Sellers by written notice to the Partnership may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner Partnership or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner Partnership or Buyer herein contained in such a manner such that the conditions to Closing contained in Section 6.1(a7.1(a) and 6.1(b7.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer Partnership through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer Partnership continues to use such efforts, Seller Sellers may not terminate this Agreement under this Section 8.1(c9.1(c) until after the applicable deadline specified set forth in Section 8.1(b9.1(b); (d) The Partnership by written notice to Seller Sellers may terminate this Agreement at any time prior to the Closing if any either Seller Party shall have breached any representations, warranties or covenants of such Seller Party herein contained in such a manner such that the conditions to Closing contained in Section 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(c7.2(c) would not be satisfied; provided, however, if such breach may be cured by such Seller Party through the use of its commercially reasonable efforts and for so long as such Seller Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d9.1(d) until after the applicable deadline specified set forth in Section 8.1(b9.1(b); (e) The Partnership by written notice to Sellers may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company or either Seller; or (f) Sellers by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event Partnership or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period)Buyer. Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller PartySellers, with the consent of the Partnership, or in the case of a material breach by the Partnership, the General Partner Partnership or Buyer, with the consent of SellerSellers.

Termination at or Prior to Closing. This Agreement may be terminated prior to Closing and the transactions contemplated hereby abandoned as follows: (a) Seller Regency, and Parent (on behalf of Parent, the Parent Members and the Partnership Partners) and Buyer may elect to terminate this Agreement at any time prior to the Closing by mutual written consent; (b) Seller Either Regency and Parent (on behalf of Parent, the Parent Members and the Partners) on one hand, or the PartnershipBuyer, on the other hand, by written notice may terminate this Agreement if the Closing shall not have occurred on or before December 3, 2004 (with the Closing to be effective as of December 1, 2004 (and with a Measurement Date of November 30, 2004)); provided, however, that if HSR Approval shall not have been obtained on or prior to such date Buyer or Regency shall have the right, in its sole discretion, to extend such date to January 3, 2005 (with the Closing to be effective as of January 1, 2005 (and with a Measurement Date of December 31, 20092004)); (c) Seller Regency and Parent (on behalf of Parent, the Parent Members and the Partners) by written notice to the Partnership Buyer may terminate this Agreement at any time prior to the Closing if the Partnership, the General Partner or Buyer shall have breached any representations, warranties or covenants of the Partnership, the General Partner or such Buyer herein contained in such a manner such that the conditions to Closing contained in Section 6.1(a7.1(a) and 6.1(b7.1(b) would not be satisfied; provided, however, if such breach may be cured by the Partnership, the General Partner or Buyer through the use of its commercially reasonable efforts and for so long as the Partnership, the General Partner or Buyer continues to use such efforts, Seller Regency and Parent may not terminate this Agreement under this Section 8.1(c) until after the applicable deadline specified in Section 8.1(b9.1(c);; or (d) The Partnership Buyer by written notice to Seller Parent may terminate this Agreement at any time prior to the Closing if Regency, Parent, any Seller Party Parent Member, or any Partner shall have breached any representations, warranties or covenants of such Seller Party herein contained in such a manner such that the conditions to Closing contained in Section 6.2(a7.2(a), 6.2(b7.2(b) and 6.2(c7.2(c) would not be satisfied; provided, however, if such breach may be cured by any such Seller breaching Party through the use of its commercially reasonable efforts and for so long as any such Seller breaching Party continues to use such efforts, Buyer may not terminate this Agreement under this Section 8.1(d) until after the applicable deadline specified in Section 8.1(b9.1(d);; or (e) The Partnership Buyer by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies; (f) Seller by written notice may terminate this Agreement upon the occurrence of an event or other occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Partnership; or (g) The Partnership by written notice may terminate this Agreement for a period of 30 days following the delivery by Seller of any notification pursuant to Section 5.17 or any supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17; provided, however, that after such 30-day period, the Partnership may only terminate this Agreement pursuant to this Section 8.1(g) after the delivery of a new notification or supplement to the Acquired Company Disclosure Schedule pursuant to Section 5.17 and only with respect to a new fact or circumstance disclosed in such new notification or supplement (which shall similarly be subject to a 30-day period)Regency. Notwithstanding anything in the foregoing to the contrary, a Party that is in material breach of any provision of this Agreement shall not be entitled to terminate this Agreement except, in the case of a material breach by any Seller PartyRegency, Parent, the Parent Members or the Partners, with the consent of the PartnershipBuyer, or in the case of a material breach by the Partnership, the General Partner or Buyer, with the consent of SellerRegency and Parent (on behalf of Parent, the Parent Members and Partners).