Common use of Termination by ADP Clause in Contracts

Termination by ADP. This Agreement may be terminated and ------------------ cancelled at any time prior to the Closing by ADP: (i) if (A) any of the representations or warranties of the Companies and the Shareholders contained in this Agreement or the APA and OCS Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by either Company or any Shareholder under this Agreement has not been performed or observed in any material respect at or prior to the time specified in this Agreement, and (B) such inaccuracy or failure shall not have been cured within 15 business days after receipt by the Shareholders of written notice of such occurrence from ADP; (ii) if any permanent injunction or other order of a court or other competent authority preventing consummation of the Asset Purchase or any other transaction contemplated by this Agreement shall have become final and non-appealable; (iii) in the event a Material Adverse Effect shall have occurred; (iv) [intentionally omitted]; or (v) if the Closing has not occurred on or before October 31, 1997; provided that ADP shall have the unilateral right to extend the Closing Date until any date prior to December 31, 1997 upon notice from ADP to the Shareholders given prior to October 31, 1997. Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Confidentiality Agreement dated November 14, 1996, between ADP and OCS.

Termination by ADP. This Agreement may be terminated and ------------------ cancelled at any time prior to the Closing by ADP: (i) if (A) any of the representations or warranties of any of the Companies and the Park Shareholders contained in this Agreement or the APA and OCS Park Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by either Company Park or any Shareholder of the Park Shareholders under this Agreement has not been performed or observed in any material respect at or prior to the time specified in this Agreement, and (B) such inaccuracy or failure shall not have been cured within 15 business days after receipt by Park and the Park Shareholders of written notice of such occurrence from ADP; (ii) if any permanent injunction or other order of a court or other competent authority preventing consummation of the Asset Purchase Acquisition or any other transaction contemplated by this Agreement shall have become final and non-appealable; (iii) in the event of a Material Adverse Effect material adverse loss or damage to, or condemnation of the property or assets of Park, it being understood among the Parties that none of the risk of any such loss or damage prior to the Closing shall have occurredbe borne by ADP; (iv) [intentionally omitted]if within 15 business days after ADP's receipt of the Interim Statements, ADP shall notify Park that it does not approve the Interim Statements; or (v) if the Closing has not occurred on or before October 31, 1997; provided that ADP shall have the unilateral right to extend the Closing Date until any date prior to December 31, 1997 upon notice from ADP to the Shareholders given prior to October 31, 1997. Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Confidentiality Agreement dated November 14, 1996, between ADP and OCS.

Termination by ADP. This Agreement may be terminated and ------------------ cancelled at any time prior to the Closing by ADP: (i) if (A) any of the representations or warranties of the Companies and RDG or the Shareholders contained in this Agreement or the APA and OCS RDG Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by either Company RDG or any Shareholder under this Agreement has not been performed or observed in any material respect at or prior to the time specified in this Agreement, and (B) such inaccuracy or failure shall not have been cured within 15 business days after receipt by the Shareholders RDG of written notice of such occurrence from ADP; (ii) if any permanent injunction or other order of a court or other competent authority preventing consummation of the Asset Purchase or any other transaction contemplated by this Agreement shall have become final and non-appealable; (iii) in the event a Material Adverse Effect shall have occurred; (iv) [intentionally omitted]if within 15 business days after ADP's receipt of the Interim Statements, ADP shall notify RDG that ADP does not approve the Interim Statements; or (v) if the Closing has not occurred on or before October 31, 1997; provided that ADP shall have the unilateral right to extend the Outside Closing Date until any date prior to December 31, 1997 upon notice from ADP to the Shareholders given prior to October 31, 1997Date. Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Confidentiality Agreement dated November 14June 19, 1996, 1997 between ADP and OCSRDG.

Termination by ADP. This Agreement may be terminated and ------------------ cancelled at any time prior to the Closing Effective Time by ADP: (i) if (A) any of the representations or warranties of Smileage or any of the Companies and the Smileage Shareholders contained in this Agreement or the APA and OCS Smileage Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by either Company Smileage or any Shareholder of the Smileage Shareholders under this Agreement has not been performed or observed in any material respect at or prior to the time specified in this Agreement, and (B) such inaccuracy or failure shall not have been cured within 15 business days after receipt by Smileage and the Smileage Shareholders of written notice of such occurrence from ADP; (ii) if any permanent injunction or other order of a court or other competent authority preventing consummation of the Asset Purchase Merger or any other transaction contemplated by this Agreement shall have become final and non-appealable; (iii) in the event of a Material Adverse Effect material adverse loss or damage to, or condemnation of the property or assets of Smileage, it being understood among the Parties that none of the risk of any such loss or damage prior to the Closing shall have occurredbe borne by ADP; (iv) [intentionally omitted]if within 15 business days after ADP's receipt of the Smileage Interim Statements, ADP shall notify Smileage that it does not approve the Smileage Interim Statements; or (v) if the Closing has not occurred on or before October 31, 1997; provided that ADP shall have the unilateral right to extend the Closing Date until any date prior to December 31, 1997 upon notice from ADP to the Shareholders given prior to October 31, 1997. Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Confidentiality Agreement dated November 14, 1996, between ADP and OCS.