Common use of TERMINATION BY THE PARTIES Clause in Contracts

TERMINATION BY THE PARTIES. This Agreement may be terminated by the parties with the effects stated in Section 7.2 in any of the following ways: (a) by the mutual, written consent of Seller and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire Board; (b) by Seller if (i) by written notice to Buyer that there has been a material breach by Buyer of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Buyer by Seller or (ii) by written notice to Buyer that any condition precedent to Seller's obligations as set forth in Article VI of this Agreement has not been met or waived by Seller, through no fault of Seller, on July 31, 2001; (c) by Buyer by written notice to Seller, in the event (i) of a material breach by Seller of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Seller by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; (d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof; (e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by either Buyer, on the parties with one hand, or Seller and the effects stated Company, on the other hand, if not then in Section 7.2 in material default, upon written notice to the other upon the occurrence of any of the following waysfollowing: (a) If the purchase of the Initial Shares or the Option Shares by Buyer pursuant to this Agreement shall not have occurred on or prior to September 2, 1998 (the mutual"Upset Date"), written consent provided that the Upset Date shall be extended for an additional period of Seller and Buyer six months if the board "Upset Date" in the TBA Purchase Agreement is extended for an additional period of directors six months pursuant to Section 12.1(a) of each so determines by a vote of a majority of the members of the entire Boardsuch Agreement; (b) by Seller if (i) by written notice to Buyer that there has been a material breach by Buyer If the other party defaults in the observance or in the due and timely performance of any representation, warranty, covenant of its material covenants or agreement agreements contained herein and such breach default has not been cured within fifteen (15) days after notice by that party not in default; (c) If on the date of either of the Closings, any of the conditions precedent to the obligations of the terminating party set forth in this Agreement as to that Closing have not been satisfied or waived and such condition shall remain unsatisfied ten (10) days after notice thereof by the terminating party to the other party; (d) If there shall be in effect on the date of either of the Closings any final judgment, decree or order that would prevent or make unlawful the actions to be taken at such Closing; (e) Following the expiration of the Option Period, if Buyer has not delivered to Seller an Option Notice indicating its intention to exercise the Option; or (f) If the TBA Purchase Agreement is not cured or not curable within terminated. Each party hereto shall have an additional thirty (30) days after written notice to cure any default or nonsatisfaction of a condition under Section 17.1(b) or (c) if such breach party is given diligently pursuing such cure and such extension does not have a material adverse effect on the other party. (g) If the Agreement is terminated, Buyer and Seller hereby agree that Buyer shall sell, transfer and deliver to Seller the Initial Shares, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges or encumbrances of any nature whatsoever, on the tenth (10th) business day following such termination (the "Repurchase Closing Date"). The purchase price for the Initial Shares payable by Seller to Buyer (the "Repurchase Price") shall be the Purchase Price paid by Buyer to Seller at the Initial Closing. In addition, on the Repurchase Closing Date, Seller shall purchase from Buyer the Station's equipment then being leased to the Company by Buyer for a cash price equal to (i) if this Agreement is terminated as a result of a material breach of this Agreement by Seller, MBC or the Company or if this Agreement is terminated pursuant to Subsection (f) above as a result of a breach by High Mountain under the TBA Purchase Agreement, one hundred percent (100%) of Buyer's cost to purchase the equipment or (ii) by written notice to Buyer that any condition precedent to Seller's obligations as set forth in Article VI of if this Agreement has not been met or waived by Selleris terminated for any other reason, through no fault of Seller, on July 31, 2001; fifty percent (c50%) by Buyer by written notice to Seller, in the event (i) of a material breach by Seller of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Seller by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; (d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof; (e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect cost to purchase the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00equipment. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by either Buyer, on the parties with one hand, or Seller and the effects stated Company, on the other hand, if not then in Section 7.2 in material default, upon written notice to the other upon the occurrence of any of the following waysfollowing: (a) by If the mutual, written consent of Seller and Buyer if the board of directors of each so determines by a vote of a majority purchase of the members of the entire BoardInitial Shares and Option Shares by Buyer pursuant to this Agreement shall not have occurred on or prior to June 1, 1998; (b) by Seller if (i) by written notice to Buyer that there has been a material breach by Buyer If the other party defaults in the observance or in the due and timely performance of any representation, warranty, covenant of its material covenants or agreement agreements contained herein and such breach is default has not been cured or not curable within thirty fifteen (3015) days after written notice of such breach is given to Buyer by Seller or (ii) by written notice to Buyer that any condition precedent to Seller's obligations as set forth party not in Article VI of this Agreement has not been met or waived by Seller, through no fault of Seller, on July 31, 2001default; (c) by Buyer by written notice If on the date of either of the Closings, any of the conditions precedent to Seller, in the event (i) obligations of a material breach party set forth in this Agreement as to that Closing have not been satisfied or waived by Seller of any representation, warranty, covenant or agreement contained herein the other party and such breach is not cured or not curable within thirty condition shall remain unsatisfied ten (3010) days after written notice of such breach is given to Seller thereof by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001the other party; (d) by Buyer by written notice If there shall be in effect on the date of either of the Closings any final judgment, decree or order that would prevent or make unlawful the actions to Seller pursuant to Section 2.11 hereof;be taken at such Closing; or (e) by BuyerFollowing the expiration of the Option Period, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice if Buyer has not delivered to Seller if any matter or thing has come an Option Notice indicating its intention to exercise the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement;Option. (f) If the Agreement is terminated pursuant to Subsection (e) hereof, Buyer agrees to sell, transfer and deliver to Seller the Initial Shares, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges or encumbrances of any nature whatsoever, on the tenth (10th) business day following such termination (the "Repurchase Closing Date"). The purchase price for the Initial Shares payable by Seller to Buyer (the "Repurchase Price") shall be the Purchase Price paid by Buyer by written notice to Seller in at the event of Initial Closing. In addition, on the Repurchase Closing Date, Seller shall purchase from Buyer the Station's equipment then being leased to the Company by Buyer for a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers cash price equal to those items, which, individually or when aggregated, in the reasonable opinion fifty (50%) percent of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments 's cost to purchase the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00equipment. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by at any time prior to the parties with the effects stated in Section 7.2 in any consummation of the following ways: (a) by the mutual, written consent of Seller and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire Board; (b) by Seller if Closing (i) by the mutual written agreement of the parties hereto, (ii) by the Buyer by notice to Buyer that the Stockholders' Representative if (a) there has been a material inaccuracy in or a material breach by Buyer of any representation, warranty, covenant representation or agreement contained herein warranty or a material breach of contract by any Stockholder or the Company and such breach is (b) the same has not been cured or not curable to the reasonable satisfaction of the Buyer within thirty seven (307) days after written of notice of such breach is given or inaccuracy to Buyer by Seller or the Stockholders' Representative, (iiiii) by written the Stockholders' Representative (whose termination shall bind each of the Stockholders) by notice to the Buyer that if (x) there has been a material inaccuracy in or material breach of any condition precedent to Seller's obligations as set forth in Article VI representation or warranty or a material breach of this Agreement contract by the Buyer and (y) the same has not been met or waived by Seller, through no fault cured to the reasonable satisfaction of Seller, on July 31, 2001; the Stockholders' Representative within seven (c) by Buyer by written notice to Seller, in the event (i) of a material breach by Seller of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (307) days after written notice of such breach is given to Seller by Buyer or (ii) any condition precedent inaccuracy to Buyer's obligations as set forth , (iv) by the Buyer if (x) the conditions stated in Article VI Section 8 of this Agreement has have not been met satisfied at or waived by Buyerprior to the Closing Date, through no fault of Buyer on July 31, 2001; (dv) by Buyer by written notice to Seller pursuant to the Stockholders' Representative (x) if the conditions stated in Section 2.11 hereof; 9 of this Agreement have not been satisfied at the Closing Date, or (evi) by Buyerthe Buyer or the Stockholders' Representative if (A) the consummation of the transactions contemplated by this Agreement shall violate any order, by March 9decree or judgment of any court or governmental body having competent jurisdiction; (B) there shall have been enacted or proposed a statute, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter rule or thing has come to regulation which makes the attention consummation of Buyer in the course of Buyer's due diligence review transactions contemplated hereby illegal or otherwise with respect prohibited; or (C) either the Federal Trade Commission or the Department of Justice shall have initiated legal proceedings to enjoin or place material limitations on the Assets or Liabilities consummation of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement; . Each notice of breach or inaccuracy under Section 11.2(ii) or (fiii) by Buyer by written and each notice of termination under Section 11.2 shall set forth the facts believed to Seller constitute the basis therefor, all with reasonable specificity in light of the facts then known. In the event any party shall deliver notice of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually inaccuracy under Section 11.2(ii) or when aggregated with all such breaches is material. For purposes of this Section 7.1(f)(iii) on or after the eighth day prior to the Final Termination Date then in effect, the term "material" refers to those itemsFinal Termination Date shall be automatically extended until 5:00 p.m., whichBoston time, individually or when aggregated, in on the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of ninth day after the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as delivery of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00such notice. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This The parties may terminate this Transaction Agreement may be terminated by the parties with the effects stated in Section 7.2 in any of the following waysas provided below: (a) 1. The parties may terminate this Transaction Agreement by the mutual, mutual written consent of Seller FAT Brands and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire BoardYalla Med; (b) 2. Yalla Med may terminate this Transaction Agreement by Seller written notice to FAT Brands if (i) FAT Brands has not acquired all seven Restaurants in accordance with the terms hereof by written notice the expiration of the Marketing Period; provided, however, that the termination right of Yalla Med pursuant to Buyer this clause (i) shall not be available to Yalla Med if the actions or inactions of Yalla Med proximately caused FAT Brands’ failure to acquire (or resell and franchise) all seven Restaurants as contemplated hereby; (ii) FAT Brands requires changes to the terms of the transactions contemplated by the Transaction Documents that there has been would, in the aggregate, materially adversely affect the benefit of the bargain for Yalla Med, it being understood that, unless otherwise mutually agreed by the parties hereto, any material changes by FAT Brands to the terms specified in Exhibit A during the negotiation of the Asset Purchase Agreements shall be deemed to satisfy this clause (ii) and give a right of termination; or (iii) at any time, the representations and warranties of FAT Brands are not true and correct in all material breach by Buyer of any representation, warranty, covenant or agreement contained herein respects and such breach inaccuracy is not cured or not curable within thirty (30) days after written notice of such breach inaccuracy is given to Buyer FAT Brands; and 3. FAT Brands may terminate this Transaction Agreement by Seller written notice to Yalla Med if (i) Yalla Med requires changes to the terms of the transactions contemplated by the Transaction Documents and such changes would, in the aggregate, materially adversely affect the benefit of the bargain for FAT Brands, it being understood that, unless otherwise mutually agreed by the parties hereto, any material changes by Yalla Med to the terms specified in Exhibit A during the negotiation of the Asset Purchase Agreements shall be deemed to satisfy this clause (i) and give a right of termination; or (ii) by written notice to Buyer that at any condition precedent to Seller's obligations as set forth time, the representations and warranties of Yalla Med are not true and correct in Article VI of this Agreement has not been met or waived by Seller, through no fault of Seller, on July 31, 2001; (c) by Buyer by written notice to Seller, in the event (i) of a all material breach by Seller of any representation, warranty, covenant or agreement contained herein respects and such breach inaccuracy is not cured or not curable within thirty (30) days after written notice of such breach inaccuracy is given to Seller by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; (d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof; (e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00Yalla Med. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by and the parties with transactions contemplated hereby may be abandoned at any time prior to the effects stated in Section 7.2 in any of the following waysClosing Date: (a) by the mutual, written mutual consent of Seller the Purchasers and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire BoardCompany; (b) by Seller either the Purchasers or the Company, if (i) by written notice to Buyer that there has the transactions contemplated hereby have not been a material breach by Buyer of any representationconsummated before [June 30], warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Buyer by Seller 1996 or (ii) any permanent injunction or action by written notice to Buyer that any condition precedent to Seller's obligations as set forth in Article VI governmental entity of competent jurisdiction preventing the consummation of the transactions contemplated by this Agreement has not been met and the Recapitalization Transactions shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all reasonable efforts to remove such injunction or waived by Seller, through no fault of Seller, on July 31, 2001overturn such action; (c) by Buyer by written notice to Sellerthe Purchasers, in the event if (i) of there has been a breach in any material breach by Seller respect of any representationof the representations and warranties of the Company set forth herein, warranty(ii) there has been a breach in any material respect of any of the covenants or agreements set forth in this Agreement on the part of the Company, covenant or agreement contained herein and such which breach is not curable or, if curable, is not cured or not curable within thirty (30) 30 days after written notice of such breach thereof is given by the Purchasers to Seller by Buyer the Company, or (iiiii) any condition precedent the Board of Directors of the Company (x) shall have withdrawn or modified in a manner adverse to Buyer's obligations as set forth in Article VI the Purchasers its approval or recommendation of this Agreement Agreement, the Tender Offer or the transactions contemplated hereby after the Company (or any of its subsidiaries or affiliates) has not received, or there has been met publicly announced or waived by Buyerotherwise made to the Company's stockholders, through no fault of Buyer on July 31a bona fide offer or proposal with respect to an Alternative Transaction, 2001;or (y) shall have made any recommendation with respect to an Alternative Transaction other than to reject such Alternative Transaction. (d) by Buyer by the Company if (i) there has been a breach in any material respect of any of the representations and warranties of the Purchasers set forth herein, or (ii) there has been a breach in any material respect of any of the covenants or agreements set forth in this Agreement on the part of the Purchasers which breach is not curable or, if curable, is not cured within 30 days after written notice thereof is given by the Purchasers to Seller pursuant the Company or, (iii) such termination is necessary to Section 2.11 hereof; (e) by Buyerallow the Company to enter into an Alternative Transaction that its Board of Directors has determined in good faith, by March 9, 2001, at 5:00 p.m. prevailing time, by giving majority vote after consultation with its financial advisors and based upon the written notice to Seller if any matter or thing has come of the opinion of outside counsel to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect Company is more favorable to the Assets or Liabilities stockholders of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the Company than the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00hereby. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by and the parties with transactions contemplated hereby may be abandoned at any time prior to the effects stated in Section 7.2 in any of the following waysClosing Date: (a) by the mutual, written mutual consent of Seller and Buyer if the board of directors of each so determines by a vote of a majority in interest of the members of WCAS Purchasers, the entire Board;Whitney Purchasers and the CIBC Purchasers and the Company; or (b) by Seller the Company or by a majority in interest of the WCAS Purchasers, if the transactions contemplated hereby have not been consummated within one year of the date hereof, unless the failure to consummate such transactions results from a breach of any covenant of the party seeking to terminate this Agreement; provided that the Whitney Purchasers and the CIBC Purchasers may terminate their respective obligations pursuant to this Agreement if the Closing does not occur on or before June 30, 1999 (unless the failure to consummate such transaction results from a breach of any covenant by the party seeking to terminate its obligation), in which case the WCAS Purchasers (assuming the Agreement has not otherwise been terminated) shall assume, subject to the terms and conditions hereof, the obligation to purchase any Shares not to be purchased by the Whitney Purchasers and/or the CIBC Purchasers; or (c) by (i) by written notice to Buyer that there has been a material breach by Buyer of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Buyer by Seller the Company or (ii) by written notice a majority in interest of the WCAS Purchasers, if the Merger Agreement is terminated pursuant to Buyer Article 9 thereof; provided that any condition precedent the Whitney Purchasers and the CIBC Purchasers may terminate their respective obligations pursuant to Seller's obligations as set forth this Agreement if the Merger Agreement is terminated pursuant to Article 9 thereof, in Article VI of this which case the WCAS Purchasers (assuming the Agreement has not otherwise been met or waived by Sellerterminated) shall assume, through no fault of Seller, on July 31, 2001; (c) by Buyer by written notice to Seller, in the event (i) of a material breach by Seller of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Seller by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; (d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof; (e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come subject to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material terms and adverse impact on the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f)conditions hereof, the term "material" refers obligation to those items, which, individually or when aggregated, in purchase any Shares not to be purchased by the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to Whitney Purchasers and/or the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00CIBC Purchasers. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by and the parties with transactions contemplated hereby may be abandoned at any time prior to the effects stated in Section 7.2 in any of the following waysClosing Date: (a) by the mutual, written mutual consent of Seller the Purchasers and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire BoardCompany; (b) by Seller either the Purchasers or the Company, if (i) by written notice to Buyer that there has the transactions contemplated hereby have not been a material breach by Buyer of any representationconsummated before June 15, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty (30) days after written notice of such breach is given to Buyer by Seller 1999 or (ii) any permanent injunction or action by written notice to Buyer that any condition precedent to Seller's obligations as set forth in Article VI governmental entity of competent jurisdiction preventing the consummation of the transactions contemplated by this Agreement has not been met or waived by Sellerthe Asset Purchase Agreement shall have become final and nonappealable; provided, through no fault of Sellerhowever, on July 31, 2001that the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all reasonable efforts to remove such injunction or overturn such action; (c) by Buyer by written notice to Sellerthe Purchasers, in the event if (i) of there has been a breach in any material breach by Seller respect of any representationof the representations and warranties of the Company set forth herein, warranty(ii) there has been a breach in any material respect of any of the covenants or agreements set forth in this Agreement on the part of the Company, covenant the Guarantor or agreement contained herein and such Apparel, which breach is not curable or, if curable, is not cured or not curable within thirty (30) 30 days after written notice of such breach thereof is given by the Purchasers to Seller by Buyer the Company, or (iiiii) any condition precedent the Board of Directors of the Company, the Guarantor or Apparel shall have withdrawn or modified in a manner adverse to Buyer's obligations as set forth in Article VI the Purchasers its approval or recommendation of this Agreement, the Asset Purchase Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001;the transactions contemplated hereby or thereby. (d) by Buyer by the Company if (i) there has been a breach in any material respect of any of the representations and warranties of the Purchasers set forth herein, or (ii) there has been a breach in any material respect of any of the covenants or agreements set forth in this Agreement on the part of the Purchasers which breach is not curable or, if curable, is not cured within 30 days after written notice to Seller pursuant to Section 2.11 hereof; (e) thereof is given by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come the Purchasers to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00Company. (h) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby has not been consummated on or before July 31, 2001.

TERMINATION BY THE PARTIES. This Agreement may be terminated by at any time prior to the parties with the effects stated in Section 7.2 in any of the following waysClosing: (a) by the mutual, mutual written consent of Seller Purchaser and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire BoardCompany; (b) by Seller Purchaser, if (i) by written notice to Buyer that there has been a material any violation or breach by Buyer the Company of any representationcovenant, warrantyrepresentation or warranty that, covenant if it continued to occur as of the Closing, would result in the failure of a condition set forth in Section 4.1 or agreement contained herein Section 4.2 and such violation or breach is has not been waived by Purchaser or, in the case of a covenant breach, cured or not curable by the Company within thirty (30) days after written notice of such breach is given thereof from Purchaser; (c) (i) by Purchaser, if the Company fails to Buyer by Seller obtain the Shareholder Approvals within one hundred twenty (120) after the date hereof, or (ii) by written notice to Buyer that the Company, if the Shareholder Approvals shall not have been obtained upon a vote taken thereon at the Company Shareholders Meeting or any condition precedent to Seller's obligations as set forth in Article VI of this Agreement has not been met postponement or waived by Seller, through no fault of Seller, on July 31, 2001adjournment thereof; (cd) by Buyer by written notice to SellerPurchaser, if any Event of Default under the Bridge Loan Agreement shall have occurred and be continuing; provided, however, that if any Event of Default specified in the event paragraphs (h) or (i) of Article VIII of the Bridge Loan Agreement occurs, this Agreement shall terminate automatically and without any action on the part of either party; (e) by the Company, if there has been a material violation or breach by Seller Purchaser of any representationcovenant, warranty, covenant representation or agreement warranty contained herein in this Agreement and such violation or breach is has not been waived by the Company or, in the case of a covenant breach, cured or not curable by Purchaser within thirty (30) days after written notice of such breach is given to Seller thereof by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; (d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof; (e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this AgreementCompany; (f) by Buyer by written notice to Seller either Purchaser or the Company if there shall be in effect any Requirements of Law that prohibits the event consummation of a breach by Seller the Closing or if consummation of the Closing would violate any non-appealable final order, decree or judgment of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; orGovernmental Authority having competent jurisdiction; (g) by Buyer Purchaser if the transactions contemplated hereby have not been consummated by 5:00 p.m., New York City time on the one hundred eightieth (180th) day after the date hereof (the “Expiration Date”), provided that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 14.1(g) if Purchaser has materially breached this Agreement and such breach has prevented or Seller by written notice if Buyer makes upward adjustments to frustrated the Purchase Reserves on any loan on Schedule E as consummation of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00.transactions contemplated hereby; (h) by Seller or Buyer in writing the Company if the purchase, sale and assumption transactions contemplated hereby has have not been consummated by 5:00 p.m., New York City time on the Expiration Date, provided that the Company shall not be entitled to terminate this Agreement pursuant to this Section 14.1(h) if the Company has materially breached this Agreement and such breach has prevented or before July 31frustrated the consummation of the transactions contemplated hereby; or (i) by Purchaser if, 2001at any time prior to the receipt of the Shareholder Approvals, the Company Board or any committee thereof shall have (1) effected an Adverse Recommendation Change (whether or not permitted to do so under the terms of this Agreement), (2) adopted or approved or submitted for the consideration of the shareholders of the Company or publicly endorsed, publicly declared advisable or publicly recommended to the shareholders of the Company, an Alternative Proposal or caused the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to an Alternative Proposal other than an Acceptable Confidentiality Agreement in accordance with Section 7.2(c), (3) failed to publicly reaffirm its recommendation of this Agreement within ten (10) Business Days following receipt of a written request by Parent to provide such reaffirmation following the public announcement of an Acquisition Proposal, (4) failed to include in the Proxy Statement the Company Determination or Company Recommendation or included in the Proxy Statement any proposal to vote upon or consider any Acquisition Proposal, or (5) if the Company Board or any committee thereof shall have failed to recommend against Alternative Proposal within ten (10) Business Days after public disclosure of the Alternative Proposal.

TERMINATION BY THE PARTIES. This Agreement may be terminated by at any time prior to the parties with the effects stated in Section 7.2 in any of the following waysClosing: (a) by the mutual, mutual written consent of Seller Pxxxxxxxx and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire BoardCompany; (b) by Seller Purchaser, if (i) by written notice to Buyer that there has been a material any violation or breach by Buyer the Company of any representationcovenant, warrantyrepresentation or warranty that, covenant if it continued to occur as of the Closing, would result in the failure of a condition set forth in Section 4.1 or agreement contained herein Section 4.2 and such violation or breach is has not been waived by Purchaser or, in the case of a covenant breach, cured or not curable by the Company within thirty (30) days after written notice of such breach is given thereof from Purchaser; (c) (i) by Purchaser, if the Company fails to Buyer by Seller obtain the Shareholder Approvals within one hundred twenty (120) after the date hereof, or (ii) by written notice to Buyer that the Company, if the Shareholder Approvals shall not have been obtained upon a vote taken thereon at the Company Shareholders Meeting or any condition precedent to Seller's obligations as set forth in Article VI of this Agreement has not been met postponement or waived by Seller, through no fault of Seller, on July 31, 2001adjournment thereof; (cd) by Buyer by written notice to SellerPurchaser, if any Event of Default under the Bridge Loan Agreement shall have occurred and be continuing; provided, however, that if any Event of Default specified in the event paragraphs (h) or (i) of Article VIII of the Bridge Loan Agreement occurs, this Agreement shall terminate automatically and without any action on the part of either party; (e) by the Company, if there has been a material violation or breach by Seller Purchaser of any representationcovenant, warranty, covenant representation or agreement warranty contained herein in this Agreement and such violation or breach is has not been waived by the Company or, in the case of a covenant breach, cured or not curable by Purchaser within thirty (30) days after written notice of such breach is given to Seller thereof by Buyer or (ii) any condition precedent to Buyer's obligations as set forth in Article VI of this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; (d) by Buyer by written notice to Seller pursuant to Section 2.11 hereof; (e) by Buyer, by March 9, 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this AgreementCompany; (f) by Buyer by written notice to Seller either Purchaser or the Company if there shall be in effect any Requirements of Law that prohibits the event consummation of a breach by Seller the Closing or if consummation of the Closing would violate any non-appealable final order, decree or judgment of any representation, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; orGovernmental Authority having competent jurisdiction; (g) by Buyer Purchaser if the transactions contemplated hereby have not been consummated by 5:00 p.m., New York City time on the one hundred eightieth (180th) day after the date hereof (the “Expiration Date”), provided that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 14.1(g) if Purchaser has materially breached this Agreement and such breach has prevented or Seller by written notice if Buyer makes upward adjustments to frustrated the Purchase Reserves on any loan on Schedule E as consummation of the date of this Agreement or adds additional Loans to Schedule E pursuant to Section 2.6(c) that result in an aggregate increase to the Due Diligence Reserve as of the date of this Agreement (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00.transactions contemplated hereby; (h) by Seller or Buyer in writing the Company if the purchase, sale and assumption transactions contemplated hereby has have not been consummated by 5:00 p.m., New York City time on the Expiration Date, provided that the Company shall not be entitled to terminate this Agreement pursuant to this Section 14.1(h) if the Company has materially breached this Agreement and such breach has prevented or before July 31frustrated the consummation of the transactions contemplated hereby; or (i) by Purchaser if, 2001at any time prior to the receipt of the Shareholder Approvals, the Company Board or any committee thereof shall have (1) effected an Adverse Recommendation Change (whether or not permitted to do so under the terms of this Agreement), (2) adopted or approved or submitted for the consideration of the shareholders of the Company or publicly endorsed, publicly declared advisable or publicly recommended to the shareholders of the Company, an Alternative Proposal or caused the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement related to an Alternative Proposal other than an Acceptable Confidentiality Agreement in accordance with Section 7.2(c), (3) failed to publicly reaffirm its recommendation of this Agreement within ten (10) Business Days following receipt of a written request by Parent to provide such reaffirmation following the public announcement of an Acquisition Proposal, (4) failed to include in the Proxy Statement the Company Determination or Company Recommendation or included in the Proxy Statement any proposal to vote upon or consider any Acquisition Proposal, or (5) if the Company Board or any committee thereof shall have failed to recommend against Alternative Proposal within ten (10) Business Days after public disclosure of the Alternative Proposal.

TERMINATION BY THE PARTIES. This Agreement may be terminated by the parties with the effects stated in Section 7.2 in any of the following ways: : (a) at any time on or prior to the Closing Date by the mutual, mutual written consent of Seller Buyer and Buyer if the board of directors of each so determines by a vote of a majority of the members of the entire Board; Seller; (b) by Seller Buyer in writing if (i) by written notice to Buyer that there has any of the conditions in Section 20 have not been a material breach satisfied or waived in writing by Buyer as of any representation, warranty, covenant or agreement contained herein the date which is one hundred and such breach is not cured or not curable within thirty eighty days from the date hereof (30the “Termination Date”) days after written notice (other than through the failure of such breach is given Buyer to Buyer by Seller or (ii) by written notice to Buyer that any condition precedent to Seller's comply with its obligations as set forth in Article VI of under this Agreement has not been met or waived by Seller, through no fault of Seller, on July 31, 2001; Agreement); (c) by Buyer by written notice to Seller, Seller in writing if any of the event (i) of a material breach conditions in Section 21 have not been satisfied or waived in writing by Seller as of any representation, warranty, covenant or agreement contained herein and such breach is not cured or not curable within thirty the Termination Date (30) days after written notice other than through the failure of such breach is given Seller to Seller by Buyer or (ii) any condition precedent to Buyer's comply with its obligations as set forth in Article VI of under this Agreement has not been met or waived by Buyer, through no fault of Buyer on July 31, 2001; Agreement); (d) by Seller or Buyer by written notice to in writing at any time after any regulatory authority (which may include the Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency and Office of Thrift Supervision) has denied any application of Seller pursuant to Section 2.11 hereof; or Buyer for approval of the Sale and any appeals have been exhausted; (e) by BuyerBuyer as provided in Section 4, by March 9Section 5(a) or Section 15(d), 2001, at 5:00 p.m. prevailing time, by giving written notice to Seller if any matter or thing has come to the attention of Buyer in the course of Buyer's due diligence review or otherwise with respect to the Assets or Liabilities of Seller that leads Buyer to believe such matter or thing would have a material and adverse impact on the transactions contemplated by this Agreement; (f) by Buyer by written notice to Seller in the event of a breach by Seller of any representationwriting if, warranty, covenant or agreement contained herein if Buyer determines that such breach individually or when aggregated with all such breaches is material. For purposes of this Section 7.1(f), the term "material" refers to those items, which, individually or when aggregated, in the reasonable opinion of Buyer, have an impact in a pre-tax amount greater than a negative $750,000; or (g) by Buyer or Seller by written notice if Buyer makes upward adjustments to the Purchase Reserves on any loan on Schedule E as of the date Closing Date, Accepted Loans and Additional Accepted Loans as shown on Exhibit C, Parts I and II, fail to equal or exceed the amount stated in Section 1(a)(6) and Buyer has failed to comply with the provisions of this Agreement or adds additional Section 1(b), unless the failure of the Loans to Schedule E pursuant equal or exceed such amount results from the repayment or refinancing of any Loans prior to Section 2.6(c) that result in an aggregate increase to Closing by the Due Diligence Reserve as of the date of this Agreement borrowers thereunder, or (as adjusted in accordance with Section 2.6(b)) in excess of $1,500,000.00. (hg) by Seller or Buyer in writing if the purchase, sale and assumption contemplated hereby Sale has not been consummated on by the Termination Date (provided that the terminating party is not then in material breach of any representation, warranty, covenant or before July 31, 2001other agreement contained herein).