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 RDG or the Shareholders contained in this Agreement or the RDG Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by 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 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) 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 the Outside Closing Date. Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Confidentiality Agreement dated June 19, 1997 between ADP and RDG.

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 RDG or the Companies and the Shareholders contained in this Agreement or the RDG APA and OCS Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by RDG 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 RDG 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) 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[intentionally omitted]; or (v) if the Closing has not occurred on or before October 31, 1997; provided that ADP shall have the Outside unilateral right to extend the Closing DateDate 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 June 19November 14, 1997 1996, between ADP and RDGOCS.

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 RDG Smileage or any of the Smileage Shareholders contained in this Agreement or the RDG Smileage Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by RDG 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 RDG 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) if within 15 business days after ADP's receipt of the Smileage Interim Statements, ADP shall notify RDG Smileage that ADP it does not approve the Smileage Interim Statements; or (v) if the Closing has not occurred on or before the Outside Closing Date. Notwithstanding the foregoingDecember 31, the termination of this Agreement shall not terminate the Confidentiality Agreement dated June 19, 1997 between ADP and RDG1996.

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 RDG or any of the Park Shareholders contained in this Agreement or the RDG Park Schedules shall prove to be inaccurate in any material respect, or any obligation or condition to be performed or observed by RDG 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 RDG 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) if within 15 business days after ADP's receipt of the Interim Statements, ADP shall notify RDG Park that ADP it does not approve the Interim Statements; or (v) if the Closing has not occurred on or before the Outside Closing Date. Notwithstanding the foregoingDecember 31, the termination of this Agreement shall not terminate the Confidentiality Agreement dated June 19, 1997 between ADP and RDG1996.