Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement maymay be terminated prior to or at the Closing: (a) By the mutual written consent of the Buyer and the Seller; (b) By the Buyer, by notice given to the Seller prior to or at the Closing, be terminated: if: (ai) By Synquest on any representation or warranty made by the one hand, or Tilion, on the other hand, if a material breach of any provision of Seller in this Agreement has been committed by or in any Other Seller Agreement is inaccurate in any material respect as of the other party that would have a Material Adverse Effect on date when made; or (ii) the breaching party, which breach could not reasonably be expected Seller fails to perform and comply with in any material respect any covenant or obligation required to be cured prior to January 31, 2003performed or complied with by it by this Agreement or Other Seller Agreement; (b) (ic) By Synquest the Buyer, by notice given to the Seller prior to or at the Closing, if any of the conditions condition set forth in Article VI or VII VIII has not been satisfied as of the Closing Date or if the satisfaction of any such a condition is or becomes impossible (other than through the failure of Synquest the Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion Buyer has not waived such condition on or before the Closing Date; (cd) By mutual consent the Seller, by notice given to the Buyer prior to or at the Closing, if: (i) any representation or warranty made by the Buyer in this Agreement or in any Other Buyer Agreement is inaccurate in any material respect as of Synquest the date when made; or (ii) the Buyer fails to perform and Tilioncomply with in any material respect any covenant or obligation required to be performed or complied with by it by this Agreement or Other Buyer Agreement; (de) By the Seller, by notice given to the Buyer prior to or at the Closing, if any condition set forth in Article IX has not been satisfied as of the Closing Date or if the satisfaction of any such condition is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement), and the Seller has not waived such condition on or before the Closing Date; or (f) By either Synquest the Buyer or Tilion the Seller, by notice given by the terminating party to the other party, if the Closing has not occurred (other than through the failure of any the terminating party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January December 31, 20032004, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, by Purchaser if (i) there is a material breach of any provision covenant or obligation of this Agreement Seller or (ii) Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 5 has been committed by the become impossible (other party that would have than as a Material Adverse Effect result of any failure on the breaching party, which breach could not reasonably be expected part of Purchaser to be cured prior to January 31, 2003comply with or perform any covenant or obligation of Purchaser set forth in this Agreement); (b) by Seller if (i) By Synquest there is a material breach of any covenant or obligation of Purchaser or (ii) Seller reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible (other than as a result of any failure on the part of Seller to comply with or perform any covenant or obligation of Seller set forth in this Agreement); (c) by Purchaser at or after the Closing Date if any of the conditions condition set forth in Article VI or VII Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (cd) By mutual consent of Synquest and Tilionby Seller at or after the Closing Date if any condition set forth in Section 6 has not been satisfied by the Closing Date; (de) By either Synquest or Tilion by Purchaser if the Closing has not occurred taken place on or before July 28, 2000 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of Purchaser to comply fully with its obligations under or perform any covenant or obligation of Purchaser set forth in this Agreement); (f) by Seller if the Closing has not taken place on or before January 31July 28, 2003, 2000 (other than as a result of the failure on the part of Seller to comply with or such later date as the parties may agree uponperform any covenant or obligation of Seller set forth in this Agreement); (eg) At by the election mutual consent of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 Purchaser and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 15(B), this Agreement may be terminated: terminated as follows: (ai) By Synquest on the one handby Buyers or Seller pursuant to Section 11(E); (ii) by Buyers if Seller has materially breached its obligations under and pursuant to this Agreement, or Tilion, on the other hand, and such breach has not been waived by Buyers; (iii) by Seller if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which Buyers and such breach could has not reasonably be expected to be cured prior to January 31, 2003; been waived by Seller; (biv) (i) By Synquest by Buyers if any of the conditions condition in Article VI or VII Section 12 has not been satisfied as of the Closing Date date that is ten (10) days after the end of the Inspection Period or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Buyers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest has Buyers have not waived such condition on or before the Closing Date or such date; (iiv) by Tilion Seller if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 13 has not been satisfied as of the Closing Date date that is ten (10) days after the end of the Inspection Periods or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion Seller has not waived such condition on or before the Closing Date; such date; (cvi) By by mutual consent of Synquest and Tilion; VPRB, Mr. ▇▇▇▇▇ ▇nd Vapor; (dvii) By either Synquest or Tilion by Buyers if the Closing has not occurred (on or before the Closing Date other than through the failure fault of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003Buyers, or such later date as the parties may agree upon; ; or (eviii) At by Seller if the election of Tilion, if Synquest Closing has not satisfied occurred on or before the conditions specified in either Section 8.10 Closing Date other than through the fault of Seller, or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of later date as the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledparties may agree upon.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by Buyer if a material breach of any of the one handrepresentations and warranties in Section 4.1 (Organization and Good Standing), Section 4.2 (Authority; No Conflict), Section 4.3 (Capitalization), Section 4.9 (Taxes), Section 4.19 (Environmental Matters) and Section 4.22 (Intellectual Property) has been committed by the Company or Tilion, on the other hand, any Shareholder and such breach has not been waived by Buyer; (b) by Shareholders if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by the other party that Shareholders Representative; (c) by Buyer if (i) the Company, any Shareholder or Shareholders Representative has delivered a Disclosure Notice to Buyer, (ii) the representation, warranty or covenant specified in such Disclosure Notice would have a Material Adverse Effect on not be true and correct in all material respects but for delivery of such Disclosure Notice, and (iii) the breaching partybreach set forth in such Disclosure Notice or in all Disclosure Notices, which breach could not individually or in the aggregate, would be, or would reasonably be expected to be cured prior be, materially adverse to January 31, 2003the Company; (bd) (i) By Synquest by Buyer if any of the conditions in Article VI or VII 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Shareholders, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion any Shareholder to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Shareholders have not waived such condition on or before the Closing Date; (ce) By by mutual consent of Synquest Buyer and Tilion;Shareholders; or (df) By by either Synquest Buyer or Tilion Shareholders if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, the date which is one hundred fifty (150) days after the date of this Agreement or such later date as the parties Parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by notice given may be terminated at any time prior to or at the consummation of the Closing, be terminatedas follows: (a) By Synquest by mutual written consent of the Company, the Sellers and the Buyer; (b) by the Company and the Sellers, on the one hand, or Tilionthe Buyer, on the other hand, if a material if: (i) the Closing shall not have been consummated on or before December 31, 2010; provided, however, that the right to terminate this Agreement under this clause (b)(i) shall not be available to any Party whose breach of any provision of representation, warranty, covenant or agreement contained in this Agreement has been committed by the other party that would have a Material Adverse Effect on cause of or resulted in the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as failure of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition occur on or before the Closing Date or such date; or (ii) by Tilion if a Governmental Body shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the sale of the conditions in Article VI Shares by the Sellers to the Buyer or VIII (the payment therefor by the Buyer, which Order or other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition action is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) final and Tilion has not waived such condition on or before the Closing Datenon-appealable; (c) By mutual consent by the Company and the Sellers if: (i) there has been a material breach by the Buyer of Synquest any representation, warranty, covenant or agreement contained in this Agreement, such that any condition set forth in Section 8.1 or Section 8.2 would not be satisfied, and Tilion;such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; or (ii) any condition set forth in Section 8 becomes incapable of fulfillment other than as a result of a breach by the Company or any Seller of any representation, warranty, covenant or agreement contained in this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; or (d) By either Synquest by the Buyer if: (i) there has been a breach by the Company or Tilion if the Closing has not occurred (other than through the failure any Seller of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under representation, warranty, covenant or agreement contained in this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions that any condition set forth in Sections 8.10 Section 9.1 or Section 9.2 would not be satisfied, and 8.11 will be deemed satisfied such condition has not been cured in accordance with Section 10.2 or waived by the Buyer; or (ii) any condition in Section 9 becomes incapable of fulfillment other than as a result of a breach by the Buyer of any representation, warranty, covenant or agreement contained in this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the terms of such conditions fulfilledBuyer.

Termination Events. This Agreement maySubject to Section 9.2, the Parties, by written notice given prior to or at the Closing, be terminatedare permitted to terminate this Agreement as follows: (a) By Synquest on by mutual written agreement of Parent and the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Company; (b) by Parent or the Company if any Governmental Authority has enacted, issued, promulgated, enforced or entered any Legal Requirement that is in effect (iand, with respect to any Order, such Order is final and non‑appealable) By Synquest if and has the effect of restraining or prohibiting the consummation of the Transactions, otherwise making the Transactions illegal, or causing any of the conditions in Article VI or VII has not been satisfied as of Transactions to be rescinded following the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateClosing; (c) By mutual consent by Parent if any of Synquest the representations by the Company in this Agreement is inaccurate or the Company has breached any of its representations, warranties, covenants, obligations or agreements set forth in this Agreement, in each case, such that the conditions set forth in Section 7.2 could not be satisfied by the Outside Date and Tilion;such inaccuracy or breach has not been waived in writing by Parent or such breach has not been cured by the Company within ten (10) days after the Company’s receipt of written notice thereof from Parent, except that the right to terminate this Agreement under this Section 9.1(c) is not to be available to Parent if Parent is in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied; 66 (d) By either Synquest by the Company if any of the representations by Parent in this Agreement is inaccurate or Tilion Parent has breached any of its representations, warranties, covenants, obligations or agreements set forth in this Agreement, in each case, such that the conditions set forth in Section 7.3 could not be satisfied by the Outside Date and such inaccuracy or breach has not been waived in writing by the Company or such breach has not been cured by Parent within ten (10) days after Parent’s receipt of written notice thereof from the Company, except that the right to terminate this Agreement under this Section 9.1(d) is not to be available to the Company if the Company is in material breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied; or (e) by Parent or the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31February 8, 2003, 2016 (the “Outside Date”) or such later date as Parent or the parties may Company mutually agree upon; upon in writing, unless the terminating Party is in material breach of this Agreement, except that the right to terminate this Agreement under this Section 9.1(e) is not to be available to (ei) At Parent if Parent has breached its obligations under this Agreement in any manner that primarily contributed to the election occurrence of Tilionthe event that gave rise to the termination right under this Section 9.1(e), or (ii) the Company if Synquest the Company has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice breached any of its exercise of such termination rights obligations under this Agreement in any manner that primarily contributed to Synquest within five days following receipt the occurrence of the certificates provided for in event that gave rise to the termination right under this Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled9.1(e).

Termination Events. This Subject to the provisions of Section 11.2, this Agreement may, may be terminated by written notice given at or prior to or at the Closing, be terminatedClosing Date in the manner hereinafter provided: (a) By Synquest on by either Buyer or the one hand, or Tilion, on the other hand, Shareholders if a material default or breach of any provision of this Agreement has been committed shall be made by the other party that would have a Material Adverse Effect on hereto with respect to the breaching due and timely performance of any of its covenants and agreements contained herein, or with respect to the due compliance with any of its representations, warranties or covenants, and, after notice of such default has been received by the defaulting party, which breach could such default cannot reasonably be expected to be cured prior to January 31the Closing Date, 2003or the date that is fifteen (15) days after the receipt of such notice, whichever is later, and has not been waived; (b) (i) By Synquest by Buyer if any all of the conditions set forth in Article VI or VII has Section 8.1 shall not have been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (, other than through the failure of any party seeking Buyer to terminate this Agreement pursuant to this subparagraph (d) to fully comply fully with its obligations under this Agreement) hereunder, and shall not have been waived by Buyer on or before January 31, 2003, or such later date as the parties may agree upon;date; or (eii) At by the election of TilionShareholders, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice all of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 Section 8.2 shall not have been satisfied on or before the Closing Date, other than through failure of the Shareholders to fully comply with its obligations hereunder, and 8.11 will shall not have been waived by all of the Shareholders on or before such date. (c) by mutual consent of Buyer and all of the Shareholders; or (d) by either Buyer or the Shareholders if the Closing shall not have occurred, other than through failure of any such party to fulfill its obligations hereunder, on or before October 15, 2005. Time shall be deemed satisfied of the essence as to this provision only. Termination of this Agreement by any Shareholder shall be effective only as to the obligations of such Shareholder and the terms Buyer with respect to the Shares held by such Shareholder, and the Buyer and remaining Shareholders shall be free to consummate the transactions contemplated hereby with respect to the Shares of such conditions fulfilledother Shareholders. Likewise, Buyer shall have the right to terminate this Agreement as set forth above with respect to each of the Shareholders on an individual basis and termination of this Agreement by Buyer shall be effective only as to the obligations of the Buyer and those Shareholders designated by Buyer with respect to the Shares held by such Shareholders, and the Buyer and remaining Shareholders shall be free to consummate the transactions contemplated hereby with respect to the Shares of such other Shareholders. Notwithstanding the foregoing, if Buyer purchases the Shares of any Shareholder pursuant to this Agreement, it will purchase the Shares of all Shareholders who tender their Shares including those Shareholders who have violated a representation, covenant or condition hereof other than those representations affecting the ability of any Shareholder to transfer clear valid title to his Shares.

Termination Events. This Agreement may, by written notice given to Culligan Parent or Primo Parent, as applicable, prior to or at the Closing, be terminated: (a) By Synquest on the one handby (i) Primo Parent, if any representation or warranty made by any Culligan Party is inaccurate in any material respect or any Culligan Party has breached any covenant or agreement in this Agreement in any material respect and such inaccuracy or breach is not cured within 10 days following receipt of notice of such inaccuracy or breach, or Tilion, on the other hand(ii) Culligan Parent, if a any representation or warranty made by any Primo Party is inaccurate in any material breach of respect or any provision of Primo Party has breached any covenant or agreement in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which in any material respect and such inaccuracy or breach could is not reasonably be expected to be cured prior to January 31, 2003within 10 days following receipt of notice of such inaccuracy or breach; (b) by (i) By Synquest Primo Parent, if any of the conditions condition in Article VI or VII Section 6.1 has not been satisfied as of the Closing Date or waived in writing by December 31, 2010, or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Synquest any Primo Party to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion Culligan Parent, if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 6.2 has not been satisfied as of the Closing Date or waived in writing by December 31, 2010 or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Tilion any Culligan Party to comply with its such Party’s obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By by mutual consent of Synquest Primo Parent and Tilion;Culligan Parent; or (d) By either Synquest or Tilion by Culligan Parent, if the Closing Primo Parent has not occurred filed the amended Form S-1 contemplated by Section 5.11 by 30 days after the date set forth in Section 5.11; provided, however, that Culligan Parent may not exercise its rights under this Section 7.1(d) if (other than through the failure of i) any party seeking to terminate this Agreement pursuant to this subparagraph representation or warranty made by any Culligan Party is inaccurate in any material respect or (dii) to comply fully any Culligan Party has not complied (A) in all respects with its obligations under Section 5.9 or (B) in all material respects with its other obligations and covenants under this Agreement) on or before January 31, 2003, or Agreement to be performed as of such later date as the parties may agree upon;date; or (e) At by Primo Parent, within 3 Business Days of the election of TilionDelivery Date, if Synquest has the Sellers have not satisfied the conditions specified complied in either all respects with Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled5.12.

Termination Events. This The Lessor and the Lessee agree that it is a fundamental term and condition of this Agreement maythat none of the following events shall occur at any time after the date of this Agreement, and that the occurrence of any of the following events shall constitute a repudiation of this Agreement by notice given prior to or at the Closing, be terminatedLessee: (a) By Synquest any Primary Obligor fails to pay any amount due to the Lessor or any agent or trustee for the account of the Lessor under this Agreement or any other Lease Document on the one hand, due date and such default is not remedied within five (5) Houston Business Days after the Lessee or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed such Primary Obligor is notified by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003;Lessor of such non-payment; or (b) (i) By Synquest if any of the conditions in Article VI following events occur: (1) the Lessee fails to obtain and/or maintain or VII has not been satisfied as of procure that there are obtained and maintained the Closing Date Insurances or if satisfaction any insurer in respect of any of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if insurances cancels any of such insurances or disclaims liability by reason, in either case, of mis-statement in any proposal for any of such insurances or for any other failure or default on the conditions in Article VI or VIII part of any person (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as Lessor), and, in the case only of the Closing Date insurances required to be maintained pursuant to Clause 9.1(a)(i) the Lessee shall fail within ten (10) Business Days to obtain or if satisfaction procure that replacement Insurances complying in all respects with Clause 9 are effected, or (2) the Lessor gives notice pursuant to Clause 9.1(b) requiring an increase in the amount insured in respect of such a condition is or becomes impossible (other than through the failure of Tilion to comply oil pollution liability risks in accordance with its obligations under this Agreement or such other agreement relating to any closing conditionClause 9.1(a)(ii) and Tilion has such insurances are not waived such condition on or before the Closing Date; increased within ten (c10) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003Business Days, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice the case of Clause 9.1(a)(ii)(y) or Clause 9.1(a)(ii)(z) of the exercise Lessor serving such notice on the Lessee pursuant to Clause 9.1(b); or (c) the provisions of Clause 9 (financial covenants) of the Guarantee are not complied with at any time and such termination rights non-compliance is not remedied within a period of sixty (60) days of the time period specified in Lessor serving notice on the preceding sentence, then Guarantor or the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and Lessee requiring such remedy; or (d) the terms provisions of such conditions fulfilled.Clause 22 (Security) are not complied with at any time; or

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest by either Purchaser, on the one hand, or TilionSeller, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such breach has not been cured or waived by the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003party adversely affected by such breach; (b) (i) By Synquest by Purchaser if any of the conditions in Article VI or VII Section 5.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Purchaser to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Purchaser has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Seller if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 5.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Purchaser and TilionSeller; (d) By by either Synquest Purchaser or Tilion Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 315:00 P.M. on April 5, 2003, or such later date as the parties may agree upon;1999; or (e) At the election of Tilion, By Seller if Synquest (i) Seller has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt willfully breached any of the certificates provided for terms of this Agreement in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice a manner resulting in failure of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions a condition set forth in Sections 8.10 Section 5.2(a) or 5.2(b), (ii) Seller approves entering into a binding written agreement concerning a transaction that constitutes a Superior Proposal and 8.11 will be deemed satisfied Seller notifies Purchaser in writing that Seller wishes to enter into such agreement, (iii) Purchaser does not make, within five business days of receipt of Seller's written notification of Seller's desire to enter into a binding agreement for a Superior Proposal, an offer that Seller believes, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to Seller as the Superior Proposal, and that contains terms and conditions (other than with respect to type or amount of consideration) that do not differ materially from the terms and conditions of the proposed agreement for such conditions fulfilledSuperior Proposal, (iv) Seller refunds to Purchaser, without interest, the Deposit, and (v) Seller pays to Purchaser a fee in the amount of $1,000,000 simultaneously with delivery of notice of termination.

Termination Events. This Agreement may, by written notice given prior to or at the ClosingClosing to the other parties hereto, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, by Quiksilver if a material breach Breach of any provision of this Agreement has been committed by Buyer which (i) would result in a failure of a condition set forth in Section 8.1 or 8.2 and (ii) is not cured, or cannot be cured, in all material respects within thirty (30) days after written notice thereof; provided, however, that Quiksilver’s right to terminate this Agreement under this Section 9.1(a) shall not be available if, at the other party that would have a Material Adverse Effect on time of such intended termination, Buyer has the breaching party, which breach could not reasonably be expected right to be cured prior to January 31, 2003terminate this Agreement under Section 9.1(b) or (c); (b) by Buyer if a material Breach of any provision of this Agreement has been committed by (i) By Synquest Quiksilver, (ii) Seller or (iii) the Company which (A) would result in a failure of a condition set forth in Section 7.1 or 7.2 and (B) is not cured, or cannot be cured, in all material respects within thirty (30) days after written notice thereof; provided, however, Buyer’s right to terminate this Agreement under this Section 9.1(b) shall not be available if, at the time of such intended termination, Quiksilver has the right to terminate this Agreement under Sections 9.1(a) or 9.1(c); (c) (i) by Buyer if any of the conditions in Article VI or VII has have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) March 31, 2008 and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion Buyer has not waived such condition on or before the Closing Date; ; or (cii) By mutual consent by Quiksilver if any of Synquest the conditions in Article VIII has not been satisfied as of March 31, 2008 and Tilion;Quiksilver has not waived such condition on or before the Closing Date; provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date; or (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure by mutual consent of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 Quiksilver and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledBuyer.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other handby Buyers, if a material breach Breach of any provision of this Agreement has been committed by Sellers and by Sellers if a material Breach of any provision of this Agreement has been committed by Buyers, provided that the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003waived such Breach; (b) by Buyers, if Buyers, in their sole discretion, determine to have a Phase I and/or a Phase II environmental investigation of the Real Property conducted and if the report of such investigations (the "Environmental Report") discloses any environmental conditions which have not previously identified to Buyers and are not reasonably satisfactory to Buyers, in their sole discretion; (c) (i) By Synquest by Buyers if any of the conditions in Article VI or VII has Section 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyers to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest has Buyers have not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (cd) By by Buyers, in their sole discretion, if Sellers' updated Disclosure Schedule (pursuant to Section 8.1) are not satisfactory to Buyers. (e) by mutual written consent of Synquest Buyer and Tilion;Sellers; or (df) By either Synquest by Buyers or Tilion Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31March 5, 20031999, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, this Agreement may be terminated: (a) By Synquest on the one hand, or Tilion, on the other handby Parent, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching partyany Seller and such breach has not been waived or, which breach could not reasonably be expected to be if capable of being cured, cured by such Seller, within 20 days (or such lesser period remaining prior to January 31, 2003the date that is one Business Day prior to the Outside Date) after written notice therefrom by Parent to such Seller; (b) by the Company, if a material breach of any provision of this Agreement has been committed by Parent or Buyer and such breach has not been waived or, if capable of being cured, cured by Parent or Buyer, as applicable, within 20 days (or such lesser period remaining prior to the date that is one Business Day prior to the Outside Date) after written notice therefrom by the Company to Parent or Buyer, as applicable; (c) by Parent, if (i) By Synquest if any of the conditions in Article VI or VII Sections 2.02 and 2.03 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (impossible, other than through the failure of Synquest Parent or Buyer to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement, and (ii) and Synquest Parent has not waived such condition on or before the Closing Date or Date; (iid) by Tilion the Company, if (i) any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 2.02 and 2.04 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (impossible, other than through the failure of Tilion Sellers or the Company to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement, and (ii) and Tilion has Sellers have not waived such condition on or before the Closing Date; (ce) By by mutual written consent of Synquest Parent and Tilion;the Company; or (df) By either Synquest by Parent or Tilion the Company if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement or to satisfy any condition to closing required under this Agreement) on or before January 31March 6, 20032023 (the “Outside Date”), or such later date as the parties Parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified upon in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledwriting.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, 10.1.1. by either BindView or Tilion, on the other hand, Entevo if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not been waived and is not reasonably be expected to be capable of being cured prior to January 31, 2003Closing; 10.1.2. (ba) (i) By Synquest by BindView or BAC if any of the conditions in Article VI or VII 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest BindView or BAC to comply with any of its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest BindView or BAC has not waived such condition on or before the Closing Date Date; or (iib) by Tilion Entevo if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Entevo to comply with any of its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Entevo has not waived such condition on or before the Closing Date; (c) By 10.1.3. by mutual consent of Synquest BindView and Tilion;Entevo; or 10.1.4. by BindView or Entevo if (da) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31May 15, 20032000, or such later date as the parties may agree upon; upon in writing or (eb) At the election any court of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified competent jurisdiction in the preceding sentenceUnited States or other United States governmental authority shall have issued an order, then decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the conditions set forth in Sections 8.10 Merger and 8.11 will be deemed satisfied such order, decree, ruling or other action shall have become final and the terms of such conditions fulfillednonappealable.

Termination Events. This Notwithstanding anything to the contrary set forth herein, this Agreement may, by written notice given prior to or at the Closing, be terminatedterminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows: (a) By Synquest on the one handSeller if Closing has not occurred by February 21, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 20032020; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII there has not been satisfied as of the Closing Date a Material Adverse Effect, or if satisfaction of such an event or circumstance has occurred which would reasonably be expected to result in a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateMaterial Adverse Effect; (c) By mutual consent by Buyer pursuant to its right to terminate under Section 6.15 if any part of Synquest the Purchased Assets is damaged, lost or destroyed (whether by fire, theft, vandalism or other cause or casualty) in whole or in part prior to Closing, and Tilioneither the fair market value of such damage, loss or destruction is equal to or greater than $1,500,000, or the Facility has suffered material damage; (d) By by either Synquest Buyer or Tilion Seller by providing written notice to the other at any time on or before February 21, 2020 (the “End Date”) if the Closing has shall not have occurred by reason of the impossibility of satisfying any condition set forth in Section 3.02, in the case of Buyer, or Section 3.03 in the case of Seller, (other than through unless the failure impossibility of satisfying any party seeking to terminate such condition is the result of one or more breaches or violations of, or inaccuracy in, any covenant, agreement, representation or warranty set forth in this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as by the parties may agree uponterminating party); (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in by either Section 8.10 Buyer or Section 8.11, Seller by providing written notice to the other at any time on or after the End Date if the Closing shall not have occurred by the End Date; provided, however, that the right to terminate this Agreement under this Section 8.01(e) shall not be available to a party whose failure to fulfill any obligation under this Agreement or breach of its exercise of such termination rights to Synquest within five days following receipt any representation or warranty under this Agreement has been the cause of, or resulted in, the failure of the certificates provided for in Section 8.10 Closing to occur by the End Date; (f) by either Buyer or Seller if a final nonappealable order permanently enjoining, restraining or otherwise prohibiting the Closing shall have been issued by a Governmental Authority of competent jurisdiction; or (g) by mutual written agreement of Buyer and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) By Synquest on the one hand, or Tilion, on the other hand, by Buyer if a material breach Breach of any provision of this Agreement has been committed by any Seller and such Breach has not been waived by Buyer or cured by such Seller within 30 Business Days after the other party date on which written notice of such Breach is delivered by Buyer to such Seller; (b) by any Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by such Seller or cured by Buyer within 30 Business Days after the date on which written notice of such Breach is delivered by such Seller to Buyer; provided, however, that would have any Seller may terminate this Agreement at any time following a Material Adverse Effect on the breaching partyBreach of Buyer’s representation and warranty in Section 4.4, which breach could and in such case, no notice or cure period will be required. (c) by Buyer if any condition in Article 7 has not reasonably be expected to be cured been satisfied prior to January 31, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date 2005 or if satisfaction of such a condition by such date is or becomes impossible (other than through the impossible, and Buyer has not waived such condition on or before such date; provided, however, that Buyer may not terminate this Agreement pursuant to this Section 9.1(c) if Buyer’s failure of Synquest to comply with its obligations under this Agreement results in (i) the failure of such condition in Article 7 to be satisfied as of such date or (ii) the satisfaction of such other agreement relating a condition by such date being or becoming impossible. (d) by any Seller if any condition in Article 8 has not been satisfied prior to any closing condition) January 31, 2005 or if satisfaction of such a condition by such date is or becomes impossible, and Synquest such Seller has not waived such condition on or before the Closing Date or (iisuch date; provided, however, that no Seller may terminate this Agreement pursuant to this Section 9.1(d) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the Seller’s failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing conditionresults in (i) and Tilion has not waived the failure of such condition on in Article 8 to be satisfied as of such date or before (ii) the Closing Datesatisfaction of such a condition by such date being or becoming impossible. (e) by mutual consent of Buyer and each Seller; (cf) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion by Buyer if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 20032005, or such later date as the parties may agree upon;, unless Buyer is in material Breach of this Agreement; or (eg) At by any Seller if the election of Tilion, if Synquest Closing has not satisfied occurred on or before January 31, 2005, or such later date as the conditions specified parties may agree upon, unless such Seller is in either Section 8.10 or Section 8.11, by providing written notice material Breach of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledthis Agreement.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest by the Purchaser if (i) there is a material Breach of any covenant or obligation of the Seller and such Breach shall not have been cured within ten days after the delivery of notice thereof to the Seller, or (ii) the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the one hand, part of the Purchaser to comply with or Tilion, on the other hand, if a material breach of any provision of perform its covenants and obligations set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement); (b) by the Seller if (i) By Synquest if there is a material Breach of any covenant or obligation of the conditions in Article VI or VII has Purchaser and such Breach shall not have been satisfied as cured within ten days after the delivery of notice thereof to the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date Purchaser, or (ii) by Tilion if the Seller reasonably determines that the timely satisfaction of any of the conditions condition set forth in Article VI Section 7 has become impossible or VIII impractical (other than as a result of any failure on the provisions of Sections 8.10 or 8.11) has not been satisfied as part of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By mutual consent by the Purchaser if the Closing has not taken place on or before September 15, 2009 (other than as a result of Synquest any failure on the part of the Purchaser to comply with or perform its covenants and Tilionobligations under this Agreement); (d) By either Synquest or Tilion by the Seller if the Closing has not occurred taken place on or before September 15, 2009 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of the Seller to comply fully with its obligations under or perform any covenant or obligation set forth in this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon); (e) At by either the election Seller or the Purchaser if any permanent injunction or other Order of Tilion, if Synquest has not satisfied a Governmental Body preventing the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt consummation of the certificates provided for in Section 8.10 Transactions shall have become final and Section 8.11, respectively. If Synquest has not received nonappealable; or (f) by the mutual written notice consent of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied Purchaser and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by notice given may be terminated at any time prior to or at the Closing, be terminatedClosing as follows: (a) By Synquest on by mutual agreement of the one handPurchaser, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by Seller and the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Acquired Companies; (b) by the Purchaser if: (i) By Synquest if the Seller or the Acquired Companies have committed a material breach of this Agreement and such breach has not been waived in writing by the Purchaser; (ii) the transactions contemplated by this Agreement have not been consummated on or before December 31, 2001, provided that such failure is not due substantially to the failure of the Purchaser to comply with its obligations under this Agreement; or (iii) any of the conditions set forth in Article VI or VII has is not been satisfied as of the Closing Date December 31, 2001 or if satisfaction of such a condition is or becomes impossible to fulfill (other than through the failure of Synquest the Purchaser to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest the Purchaser has not waived such condition in writing; or (c) by the Seller and the Acquired Companies if: (i) the Purchaser has committed a material breach of this Agreement and such breach has not been waived in writing by the Seller and the Acquired Companies; (ii) the transactions contemplated by this Agreement have not been consummated on or before December 31, 2001, provided that such failure is not due substantially to the Closing Date or failure of the Seller and the Acquired Companies to comply with its obligations under this Agreement; or (iiiii) by Tilion if any of the conditions set forth in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has VII is not been satisfied as of the Closing Date December 31, 2001 or if satisfaction of such a condition is or becomes impossible to fulfill (other than through the failure of Tilion the Seller and the Acquired Companies to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its their obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of Seller and the Acquired Companies have not waived such conditions fulfilledcondition in writing.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may, by notice given may be terminated and the Transactions may be abandoned prior to or at the Closing, be terminated: (a) By Synquest by mutual written consent of the Parties; (b) by Buyer Parent, on the one hand, or TilionParent, on the other hand, if a material breach by written notice to the other if: (1) the Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of any provision of the parties hereto; provided, however, that the right to terminate this Agreement has under this Section 11.1(b) shall not be available to any party whose failure to perform or comply with any of its obligations under this Agreement shall have been committed the cause of, or shall have resulted in, the failure of the Closing to occur by such date; or (2) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Transactions or making them illegal, (B) any injunction, judgment, order or ruling or taking any other party that would have a Material Adverse Effect on action, in each case, permanently enjoining, restraining or prohibiting the breaching partyTransactions, which breach could not reasonably be expected to be cured prior to January 31, 2003shall have become final and nonappealable; (bc) by Buyer Parent: (i1) By Synquest if any of the conditions set forth in Section 7.1 shall have become incapable of fulfillment; (2) if all of the conditions set forth in Article VI or VII has not shall have been satisfied as and Parent shall not have made all of the Closing Date deliveries required by Sections 9.3 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition 9.4 on or before ten (10) days following the Closing Date date designated for closing pursuant to Section 9.1; or (3) Parent’s Board approves, endorses or recommends any Acquisition Proposal or Alternative Proposal, or resolves or announces its intention to do so, whether or not permitted by Section 6.3. (iid) by Tilion Parent: (1) if any of the conditions set forth in Section 7.2 shall have become incapable of fulfillment; (2) if all of the conditions set forth in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not VII shall have been satisfied as and (i) the Buying Parties shall not have made all of the deliveries required by Sections 9.2 or 9.4 on or before ten (10) days following the date designated for Closing Date pursuant to Section 9.1; or (3) at any time prior to the Closing if, in connection with an Alternative Proposal: (A) Parent shall have complied with Section 6.3 in all material respects with respect to such Alternative Proposal; (B) the Board of Directors of Parent (x) shall have determined in good faith (after consultation with Parent’s outside counsel and financial advisor) that such Alternative Proposal is a Superior Proposal and (y) shall have determined in good faith (after consultation with Parent’s outside counsel) that entering into an agreement with respect to such Alternative Proposal is required or if satisfaction advisable for the Board of such a condition is or becomes impossible (other than through Directors of the failure of Tilion U.S. Company to comply with its obligations fiduciary duties under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date;applicable Law; and (cC) By mutual consent Parent shall have provided Buyer with at least five (5) Business Days’ prior written notice of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking its intention to terminate this Agreement pursuant to this subparagraph Section 11.1(d)(3); such notice shall specify the terms and conditions (dand include copies of related agreements) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledproposed agreement.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest by the Purchaser if (i) there is a material Breach of any covenant or obligation of the Seller and such Breach shall not have been cured within ten days after the delivery of notice thereof to the Seller, or (ii) the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible or impractical (other than as a result of any failure on the one hand, part of the Purchaser to comply with or Tilion, on the other hand, if a material breach of any provision of perform its covenants and obligations set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement); (b) by the Seller if (i) By Synquest if there is a material Breach of any covenant or obligation of the conditions in Article VI or VII has Purchaser and such Breach shall not have been satisfied as cured within ten days after the delivery of notice thereof to the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date Purchaser or (ii) by Tilion if the Seller reasonably determines that the timely satisfaction of any of the conditions condition set forth in Article VI Section 8 has become impossible or VIII impractical (other than as a result of any failure on the provisions of Sections 8.10 or 8.11) has not been satisfied as part of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with or perform its covenants and obligations under set forth in this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By mutual consent by the Purchaser if the Closing has not taken place on or before December 15, 2002 (other than as a result of Synquest any failure on the part of the Purchaser to comply with or perform its covenants and Tilionobligations under this Agreement); (d) By either Synquest or Tilion by the Seller if the Closing has not occurred taken place on or before December 15, 2002 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of the Seller to comply fully with or perform its covenants and obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then satisfy the conditions set forth in Sections 8.10 7.9, 7.10 and 8.11 will be deemed satisfied 7.11); or (e) by the mutual written consent of the Purchaser and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by By notice given in accordance with Section 12.4 prior to or at the Closing, this Agreement may be terminatedterminated as follows: (a) By Synquest on the one hand, or Tilion, on the other handIVST, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party▇▇▇▇▇, which as Executor, or Midwest and either such breach could has not reasonably be expected to be been cured prior to January within twenty (20) business days of ▇▇▇▇▇, as Executor's receipt of written notice of such breach from IVST, such breach is incapable of being cured or such breach has not been waived by IVST as of March 31, 20032019 (the "Termination Date"); (b) By ▇▇▇▇▇, as Executor, if a material breach of any provision of this Agreement has been committed by IVST and such breach has not been cured within twenty (i20) business days of IVST's receipt of written notice of such breach from ▇▇▇▇▇, as Executor, such breach is incapable of being cured or such breach has not been waived by ▇▇▇▇▇, as Executor, as of the Termination Date; (c) By Synquest IVST, if any of the conditions condition in Article VI or VII V has not been satisfied as of the Closing Termination Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest IVST to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest IVST has not waived such condition on or before the Closing Date or such date; (iid) by Tilion By ▇▇▇▇▇, as Executor, if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Termination Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion ▇▇▇▇▇, as Executor, to comply with its his obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion ▇▇▇▇▇, as Executor, has not waived such condition on or before the Closing Date;such date; or (ce) By mutual consent of Synquest in writing between IVST and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31▇▇▇▇▇, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledExecutor.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by either Buyer or the one hand, or Tilion, on the other hand, Sellers' Representative if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion the Sellers' Representative, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion the Sellers' Representative has not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilionthe Sellers' Representative; (d) By by either Synquest Buyer or Tilion the Sellers' Representative if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31April 7, 20031998, or such later date (i) as extended by Section 2.3 hereof, or (ii) as the parties may otherwise agree upon;upon in writing; or (e) At by the election Sellers' Representative if all of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, 7 have been satisfied and Buyer has failed to consummate the Contemplated Transactions on the Closing Date; or (f) by providing written notice of its exercise of such termination rights to Synquest within five days following receipt Buyer if all of the certificates provided for conditions in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed 8 have been satisfied and Sellers have failed to consummate the terms of such conditions fulfilledContemplated Transactions on the Closing Date.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on mutual consent of Parent and the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Company; (b) by Parent, if the Company or any Signing Noteholder or Carve-Out Recipient breaches or fails to perform in any material respect any of his, her or its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) By Synquest would give rise to the failure of a condition set forth in Section 7.1 or 7.2, and (ii) (A) cannot be cured or (B) if any curable through the exercise of the conditions in Article VI or VII commercially reasonable efforts, has not been satisfied as cured within thirty (30) days after the giving of written notice to the Closing Date or if satisfaction Company of such a condition is breach (provided that Parent and Merger Sub are not then in willful breach of any representation, warranty or becomes impossible (other than through the failure of Synquest to comply with its obligations under covenant contained in this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By mutual consent by the Company, if Parent or Merger Sub breaches or fails to perform in any material respect of Synquest any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 8.1 or 8.2, and Tilion(ii) (A) cannot be cured or (B) if curable through the exercise of commercially reasonable efforts, has not been cured within thirty (30) days after the giving of written notice to the Parent of such breach (provided that the Company, the Signing Noteholders and the Carve-Out Recipients are not then in willful breach of any representation, warranty or covenant in this Agreement); (d) By either Synquest by Parent if Parent reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible (other than as a result of any failure on the part of Parent or Tilion Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement); (e) by the Company if the Company reasonably determines that the timely satisfaction of any condition set forth in Section 8 has become impossible (other than as a result of any failure on the part of the Company or any of the Signing Noteholders or Carve-Out Recipients to comply with or perform any covenant or obligation set forth in this Agreement); (f) by Parent if the Closing has not occurred taken place on or before October 15, 2009 (the “Outside Date”) (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of Parent or Merger Sub to comply fully with its obligations under or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement); (g) by the Company if the Closing has not taken place on or before January 31, 2003, or such later date the Outside Date (other than as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt a result of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice failure on the part of the exercise Company or any of such termination rights within the time period specified in the preceding sentence, then the conditions Signing Noteholders or Carve-Out Recipients to comply with or perform any covenant or obligation set forth in Sections 8.10 and 8.11 will this Agreement); or (h) by Parent, if the Company or any of the Signing Noteholders or Carve-Out Recipients takes any of the actions that would be deemed satisfied and the terms of such conditions fulfilledproscribed by Section 5.4.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by either the one hand, Buyer or Tilion, on the other hand, Selling Parties if a material breach Breach of any provision of this Agreement has been committed by the any other party that would have a Material Adverse Effect on the breaching party, which breach could Party and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by the Buyer if any of the conditions in Article VI or VII Section 6.1 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest the Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest the Buyer has not waived such condition on or before the Closing Date or Outside Date; (iic) by Tilion the Selling Parties, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 6.2 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion any Selling Party to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has the Selling Parties have not waived such condition on or before the Closing Outside Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion by the Buyer, if the Closing has not occurred FTC, Antitrust Division or any other Governmental Authority requires the submission of additional information or documentary material (other than through the failure of any party seeking to terminate this Agreement second request), pursuant to this subparagraph the provisions of the HSR Act (dincluding 18 U.S.C. S18A(e)) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree uponany other applicable Antitrust Laws; (e) At by the election of TilionSelling Parties, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then (i) the conditions set forth in Sections 8.10 6.1 and 8.11 will 6.2 (other than those that require deliveries or are tested at the time of Closing, which conditions could be deemed satisfied if the Closing had occurred at the time of such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Selling Parties have irrevocably certified in writing that they are ready, willing and able to consummate the terms Closing, and (iii) the Buyer fails to consummate the Contemplated Transactions within two (2) Business Days following receipt of written notice from the Selling Parties as to the satisfaction of such conditions fulfilledand the Selling Parties’ willingness to consummate the Closing; or (f) by mutual written consent of the Buyer and the Selling Parties.

Termination Events. This Agreement may, by By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) By Synquest on by Buyer, in the one handevent EPB or Seller breaches any representation or warranty, or Tilionfails to perform any covenant contained in this Agreement, on the and such breach or failure to perform (i) individually or in combination with any other handbreach or failure to perform, if a material would cause any condition set forth in Section 8.1 or Section 8.2 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach of any provision of this Agreement has been committed or failure to perform from Buyer to EPB and Seller or (B) by the other party that would have a Material Adverse Effect on the breaching partyFinal Date, which breach could not reasonably be expected to be cured prior to January 31, 2003whichever is earlier; (b) by EPB and Seller, in the event Buyer breaches any representation or warranty, or fails to perform any covenant contained in this Agreement, and such breach or failure to perform (i) By Synquest individually or in combination with any other breach or failure to perform, would cause any condition set forth in Section 8.1 or Section 8.3 not to be satisfied, and (ii) is not cured (A) within 30 days following delivery of written notice of such breach from EPB to Buyer or (B) by the Final Date, whichever is earlier; (c) by Buyer or EPB and Seller, if any temporary, preliminary or permanent injunction or other Order has been issued since the date of this Agreement by any Governmental Authority that prevents the consummation of the transactions contemplated hereby and such Order has become final and non-appealable; (d) by Buyer or EPB and Seller, if the satisfaction of any of the conditions to such party’s obligation to close the transactions contemplated hereby as set forth in Article VI VIII becomes incapable of fulfillment on or VII has not been satisfied as of prior to the Closing Final Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest the terminating party to comply with its obligations under this Agreement, in which case this Agreement or may not be terminated by such other agreement relating to any closing conditionparty for such reason) and Synquest such party has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Datedate; (ce) By by mutual consent of Synquest Buyer and Tilion;EPB and Seller; or (df) By either Synquest by Buyer or Tilion EPB and Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003the Final Date, or such later date as the parties may agree upon; (e; provided, that the right to terminate this Agreement under this Section 9.1(f) At shall not be available if the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt failure of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of the exercise failure of such termination rights within the time period specified in Closing to occur on or prior to the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledFinal Date.

Termination Events. This Agreement mayExcept as otherwise provided in Section 3.01(b) below, by the Forbearance Period shall automatically terminate immediately upon prior written notice given prior (including via email among counsel) from the Agent or the Required Supporting Lenders to or at the ClosingBorrower of the occurrence of any of the following events (each, be terminated:a “Termination Event”): (a) By Synquest on the one handfailure of any Loan Party to comply with any term, condition, or Tilion, on the other hand, if a material breach of any provision of covenant set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions Specified Default, there occurs either any Event of Sections 8.10 Default or 8.11Default under the Credit Agreement that is not cured within five (5) has not been satisfied as Business Days after the Borrower’s receipt of written notice from the Agent or the Required Supporting Lenders; provided that the Forbearance Period shall automatically terminate without notice immediately upon the occurrence of an Event of Default under Section 8.01(g) or 8.01(h) of the Closing Date or if satisfaction of such a condition Credit Agreement; provided, however, it is or becomes impossible (other than through agreed that the failure of Tilion to comply with its obligations under entry into this Agreement and any filings or such other agreement relating to any closing conditionstatements related thereto shall not be the occurrence of an event described in Section 8.01(g)(ii) of the Credit Agreement and Tilion has therefore shall not waived such condition on or before terminate the Closing DateForbearance Period; (c) By mutual consent of Synquest and Tilionthe Borrower, in writing (including via email among counsel), notifies any Supporting Lender or its representatives that it is terminating discussions with the Supporting Lenders regarding a Potential Transaction; (d) By either Synquest any representation or Tilion warranty made by any Loan Party contained in this Agreement or in any certificate, document or financial or other statement furnished by the Borrower or any other Loan Party at any time under or in connection with this Agreement shall be incorrect in any material respect as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been untrue or incorrect in any material respect as of such earlier date; provided, that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall fail to be true and correct (after giving effect to any qualification therein) in all respects; (e) the Closing has commencement of any action, suit, litigation, investigation or other proceeding against the Agent or any Supporting Lender by any Loan Party or any of its Affiliates asserting claims relating in any way to the Credit Agreement, the other Credit Documents or this Agreement; (f) any transaction or payment by any Loan Party or Restricted Subsidiary that is outside of the ordinary course of business of such Loan Party or Restricted Subsidiary, provided that any transaction or payment made by any Loan Party or Restricted Subsidiary in connection with or as a result of its financial condition, including but not occurred limited to payments of advisor fees, legal fees, work-out, refinancing restructuring-related costs, or similar payments, shall be deemed to have been made in the ordinary course of business of such Loan Party or Restricted Subsidiary; (g) the incurrence by any Loan Party or Restricted Subsidiary of any Lien under clauses (xi) and (xii) of Section 7.16 of the Credit Agreement; (h) the granting of any security interest by any Loan Party or any Restricted Subsidiary other than pursuant to any Credit Document (including, without limitation, any security interest in any Equity Interests in Gotham Advanced Media and Entertainment, LLC (“GAME”)); (i) the incurrence by any Loan Party or Restricted Subsidiary of any Indebtedness for funded debt or any Indebtedness under clauses (vii) (in excess of $2,500,000.00), (x) (in excess of $2,000,000.00), (xii), (xiii) and (xv) of Section 7.14 of the Credit Agreement; provided that the Loan Parties and the Restricted Subsidiaries shall be permitted to incur obligations in respect of corporate overhead or other amounts allocated from Sphere Entertainment or Sphere Entertainment Group to any Loan Party or Restricted Subsidiary so long as such obligations are (i) not paid in cash, (ii) unsecured and (iii) do not exceed $1,100,000.00 in the aggregate from and after the Effective Date; (j) the making of any Investment by any Loan Party or Restricted Subsidiary other than (i) any Investment in any Loan Party or (ii) any Permitted Investment (other than through any Permitted Investment under clause (e) or (k) of the definition thereof); (k) the making of any Permitted Parent Payment by any Loan Party or Restricted Subsidiary, except payment in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties or any Subsidiary, provided that such payments are pursuant to agreements or arrangements in effect at the Parent prior to the Original Effective Date; (l) the making of any, direct or indirect, Restricted Payment by any Loan Party or Restricted Subsidiary (other than payments to Loan Parties) (including with respect to reimbursement of legal or other professional fees and expenses, but excluding any customary director fees and expenses (including payments in respect of indemnification obligations) and employee and officer compensation (including, but not limited to, bonuses) in the ordinary course of business, provided, that the payments of such customary director fees and expenses and employee and officer compensation shall not exceed $100,000.00 in the aggregate from and after the Effective Date, provided, further, such aggregate cap shall not apply to payments in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties, or any Subsidiary); (m) the making of any other payment or transfer of value, assets or property by any Loan Party to the Parent or any of its Affiliates (other than the Loan Parties), except pursuant to (i) agreements or arrangements in effect prior to the Original Effective Date, or (ii) any future agreements or arrangements that are on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those that could be obtained at the time for a comparable transaction in an arm’s-length dealing with an unrelated third party (or for purposes of agreements or arrangements with GAME, on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those obtained for a substantially comparable transaction between GAME and YES Network); (i) any amendment, waiver, supplement or other modification to any employment agreement or employee compensation plan by any Loan Party other than in the ordinary course of business, (ii) the entry by any Loan Party into any new employment agreement or employee compensation plan other than in the ordinary course of business; (iii) the payment of any amount contemplated by any employment agreement or employee compensation plan before the date on which such amount becomes due and payable pursuant to the terms of such agreements or plans, as applicable; or (iv) the payment of any bonus, incentive, retention, severance, change of control, or termination payment, except for payments when due in accordance with the terms of any employment agreement or employee compensation plan that any Loan Party has entered into prior to the Original Effective Date, as applicable, provided that in no event during the Forbearance Period shall any change of control or similar payments be paid as a result of this Agreement or any contemplated restructuring of the Obligations; (o) the effecting of any transaction under Section 7.22 or Section 7.23 of the Credit Agreement by any Loan Party or Restricted Subsidiary; (p) the incurrence of any Guarantee in excess of $2,000,000.00 by any Loan Party or Restricted Subsidiary under clause (v) of Section 7.15 of the Credit Agreement; (q) the effecting of any transaction with any Affiliate by any Loan Party or Restricted Subsidiary, except as permitted under Section 7.20 of the Credit Agreement (other than clauses (d) and (h) thereof); (r) the making of any Disposition by any Loan Party or any Restricted Subsidiary under clause (iv) of Section 7.24 of the Credit Agreement; (s) the formation, establishment, or acquisition of any Subsidiary by any Loan Party or by any Restricted Subsidiary; (t) the taking of any action by any Loan Party or Restricted Subsidiary that results in a Guarantor becoming an Excluded Subsidiary; (u) the failure by the Borrower to provide written notice to ▇▇▇▇▇ ▇▇▇▇ within three (3) Business Days of receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Borrower (with such actual knowledge to be the actual knowledge of the Chief Executive Officer, the Executive Vice President of Business Affairs and Distribution, the Borrower’s in-house legal counsel, or the Borrower’s outside advisors at PJT Partners LP and/or ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP so long as such notice is received by persons at such firms who are advising the Borrower in connection with this Agreement), threatened against any Loan Parties; (v) subject to applicable confidentiality restrictions, the failure of the Loan Parties to promptly provide any party seeking information regarding the Loan Parties and their subsidiaries reasonably requested from time to terminate time by ▇▇▇▇▇ ▇▇▇▇ or FTI, provided that the Loan Parties shall have two (2) Business Days to cure such failure from the date that the Agent or Supporting Lenders provide written notice of termination of this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;Section 3.01(v); or (ei) At the election failure by the Borrowers to pay any of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice reasonable and documented fees and expenses of its exercise of such termination rights to Synquest Advisors within five days following (5) Business Days after the receipt of an invoice therefor or (ii) the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice termination by the Borrower of the exercise engagement letter between the Borrower and FTI, unless there shall have been a breach by FTI of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledthereof.

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may, by notice given may be terminated and the Acquisition abandoned at any time prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach by mutual written consent of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Seller and Buyer; (b) by either Seller or Buyer if: (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003the twelve (12) month anniversary of the date hereof (the “End Date”), or such later date as the parties Parties may agree uponupon in writing; provided, however, that the right to terminate this Agreement under this Section 12.1(b)(i) shall not be available to the Party seeking to terminate if any action or failure of such Party (or in the case of Buyer, Buyer Guarantor or a Buyer Assignee) in breach of this Agreement required to be performed at or prior to the Closing has been the primary cause of the failure of the Closing to occur on or before the End Date; or (ii) any Legal Restraint preventing the consummation of the Acquisition shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 12.1(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Legal Restraint was primarily due to a failure by such Party (or, in the case of Buyer, Buyer Guarantor or a Buyer Assignee) to perform any of its obligations in breach of this Agreement, including pursuant to Section 7.3; (ec) At the election by Seller if: (i) (A) any of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 Section 4.3 shall have become incapable of fulfillment and 8.11 will be deemed satisfied and shall not have been waived by Seller, (B) forty-five (45) days have elapsed since the terms receipt by Buyer of a written notice from Seller of such incapability and (C) within such forty-five- (45) day period such condition shall not have become capable of fulfillment; or (ii) (A) all of the conditions fulfilledset forth in Section 4.1 and Section 4.2 (other than those conditions that by their terms are to be satisfied at the Closing) have been satisfied (subject to Section 4.4), (B) Seller has delivered to Buyer an irrevocable written notice confirming that it is ready, willing and able to consummate the Closing and (C) Buyer fails to complete the Closing within three (3) Business Days following the date on which the Closing should have occurred pursuant to Section 3.1); (d) by Buyer if (A) any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment and shall not have been waived by Buyer, (B) forty-five (45) days have elapsed since the receipt by Seller of a written notice from Buyer of such incapability and (C) within such forty-five- (45) day period such condition shall not have become capable of fulfillment.

Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other handby Purchaser, if a any material breach Breach of any provision of the representations, warranties or covenants of Seller set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could Seller and such Breach has not reasonably be expected to be been (i) waived by Purchaser or (ii) cured prior to January 31, 2003by Seller within fifteen (15) days following Seller’s receipt of written notice of such Breach from Purchaser; (b) by Seller, if any material Breach of any of the representations, warranties, or covenants of Purchaser set forth in this Agreement has been committed by Purchaser and such Breach has not been (i) By Synquest waived by Seller or (ii) cured by Purchaser within fifteen (15) days following Purchaser’s receipt of written notice of such Breach from Seller; (c) by Purchaser, if any of the conditions in Article VI or VII Section 6.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Purchaser to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Purchaser has not waived such condition on or before the Closing Date or Date; (iid) by Tilion Seller, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 6.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (ce) By by mutual written consent of Synquest Purchaser and Tilion;Seller; or (df) By by either Synquest Purchaser or Tilion Seller, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31September 30, 20032010, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified upon in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledwriting.

Termination Events. This Agreement may, by notice given prior to or at may be terminated and the Closing, transactions contemplated hereby may be terminatedabandoned: (a) By Synquest on the one handat any time, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003mutual agreement of Fish▇▇ ▇▇▇ TCI; (b) by either Fish▇▇ ▇▇ TCI at any time, if the other is in material breach or default of any of its covenants, agreements or other obligations herein or in any Transaction Document, or if any of its representations herein or in any Transaction Document if specifically qualified by materiality, is not true in all respects or, if not qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement or any Transaction Document to be true, if the non- breaching Party provides the breaching Party with prompt written notice that provides a reasonably detailed explanation of the facts and circumstances surrounding such breach or default; provided that such Party shall have no right to terminate if (i) By Synquest if any of the conditions in Article VI breaching Party cures such breach or VII has not been satisfied as of the Closing Date or if satisfaction default within 30 days after its receipt of such a condition is written notice, unless such breach or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or default cannot be cured within such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date 30-day period; or (ii) by Tilion if any the breach or default is capable of being cured prior to March 31, 1998 (the conditions in Article VI "Outside Closing Date") and the breaching Party commences to cure such breach or VIII (other than default within such 30-day period and diligently continues to take all action reasonably necessary to cure such breach or default prior to the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Outside Closing Date and such breach or if satisfaction of such a condition default is or becomes impossible (other than through cured prior to the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Outside Closing Date; (c) By mutual consent by either Fish▇▇ ▇▇ TCI upon written notice to the other, if any of Synquest the conditions to its obligations set forth in Sections 9.1 and Tilion;9.2, respectively, are not satisfied on or before the Outside Closing Date for any reason other than a material breach or default by such Party of its respective covenants, agreements or other obligations under this Agreement, or if any of its representations herein or in any Transaction Document, if specifically qualified by materiality, is not true in all respects or, if not qualified by materiality, is not true in all material respects when made or when otherwise required by this Agreement or in any Transaction Document to be true; or (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under as otherwise provided in this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by written notice given prior to or at the Closing, be terminated: (a) By Synquest on by either CH2M HILL or Sellers, acting through written notification of the one hand, or Tilion, on the other handSellers’ Majority, if a material breach of any provision of this Agreement has been committed by the other party that would have Party, including any material misrepresentation or a Material Adverse Effect on material breach of warranty or a material breach of a covenant by the other Party, which has not been cured within ten (10) Business Days after written notification thereof by the non-breaching Party to the breaching partyParty, which and such breach could has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by CH2M HILL if any of the conditions in Article VI or VII Section 7 (Conditions Precedent to CH2M HILL’s Obligation to Close) has not been satisfied as of the Closing Date October 31, 2007 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest CH2M HILL to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest CH2M HILL has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers, acting through written notification of the Sellers’ Majority, if any of the conditions in Article VI or VIII Section 8 (other than the provisions of Sections 8.10 or 8.11Conditions Precedent to Sellers’ Obligation to Close) has not been satisfied as of the Closing Date October 31, 2007 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers or VECO to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest CH2M HILL and Tilion;Sellers; or (d) By by either Synquest CH2M HILL or Tilion Sellers, acting through the Sellers’ Majority, if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January October 31, 20032007, or such later date as mutually agreed to by the parties may agree upon;Parties; or (e) At by ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇’s determination, at any time following the election execution of Tilionthis Agreement, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt sole discretion based on its investigation and review of the certificates provided for in Section 8.10 and Section 8.11business, respectively. If Synquest has not received written notice operations, prospects, condition (financial or otherwise), assets or liabilities of the exercise of such termination rights within Acquired Companies that it is not in CH2M HILL’s best interest to proceed with the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledTransaction.

Termination Events. This Agreement mayExcept as otherwise provided in Section 3.01(b) below, by the Forbearance Period shall automatically terminate immediately upon prior written notice given prior (including via email among counsel) from the Agent or the Required Supporting Lenders to or at the ClosingBorrower of the occurrence of any of the following events (each, be terminated:a “Termination Event”): (a) By Synquest on the one handfailure of any Loan Party to comply with any term, condition, or Tilion, on the other hand, if a material breach of any provision of covenant set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions Specified Default, there occurs either any Event of Sections 8.10 Default or 8.11Default under the Credit Agreement that is not cured within five (5) has not been satisfied as Business Days after the Borrower’s receipt of written notice from the Agent or the Required Supporting Lenders; provided that the Forbearance Period shall automatically terminate without notice immediately upon the occurrence of an Event of Default under Section 8.01(g) or 8.01(h) of the Closing Date or if satisfaction of such a condition Credit Agreement; provided, however, it is or becomes impossible (other than through agreed that the failure of Tilion to comply with its obligations under entry into this Agreement and any filings or such other agreement relating to any closing conditionstatements related thereto shall not be the occurrence of an event described in Section 8.01(g)(ii) of the Credit Agreement and Tilion has therefore shall not waived such condition on or before terminate the Closing DateForbearance Period; (c) By mutual consent of Synquest and Tilionthe Borrower, in writing (including via email among counsel), notifies any Supporting Lender or its representatives that it is terminating discussions with the Supporting Lenders regarding a Potential Transaction; (d) By either Synquest any representation or Tilion warranty made by any Loan Party contained in this Agreement or in any certificate, document or financial or other statement furnished by the Borrower or any other Loan Party at any time under or in connection with this Agreement shall be incorrect in any material respect as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been untrue or incorrect in any material respect as of such earlier date; provided, that if any such representation or warranty is qualified by or subject to a materiality qualification, such representation or warranty shall fail to be true and correct (after giving effect to any qualification therein) in all respects; (e) the Closing has commencement of any action, suit, litigation, investigation or other proceeding against the Agent or any Supporting Lender by any Loan Party or any of its Affiliates asserting claims relating in any way to the Credit Agreement, the other Credit Documents or this Agreement; (f) any transaction or payment by any Loan Party or Restricted Subsidiary that is outside of the ordinary course of business of such Loan Party or Restricted Subsidiary, provided that any transaction or payment made by any Loan Party or Restricted Subsidiary in connection with or as a result of its financial condition, including but not occurred limited to payments of advisor fees, legal fees, work-out, refinancing restructuring-related costs, or similar payments, shall be deemed to have been made in the ordinary course of business of such Loan Party or Restricted Subsidiary; (g) the incurrence by any Loan Party or Restricted Subsidiary of any Lien under clauses (xi) and (xii) of Section 7.16 of the Credit Agreement; (h) the granting of any security interest by any Loan Party or any Restricted Subsidiary other than pursuant to any Credit Document (including, without limitation, any security interest in any Equity Interests in Gotham Advanced Media and Entertainment, LLC (“GAME”)); (i) the incurrence by any Loan Party or Restricted Subsidiary of any Indebtedness for funded debt or any Indebtedness under clauses (vii) (in excess of $2,500,000.00), (x) (in excess of $2,000,000.00), (xii), (xiii) and (xv) of Section 7.14 of the Credit Agreement; provided that the Loan Parties and the Restricted Subsidiaries shall be permitted to incur obligations in respect of corporate overhead or other amounts allocated from Sphere Entertainment or Sphere Entertainment Group to any Loan Party or Restricted Subsidiary so long as such obligations are (i) not paid in cash, (ii) unsecured and (iii) do not exceed $550,000.00 in the aggregate during the Forbearance Period; (j) the making of any Investment by any Loan Party or Restricted Subsidiary other than (i) any Investment in any Loan Party or (ii) any Permitted Investment (other than through any Permitted Investment under clause (e) or (k) of the definition thereof); (k) the making of any Permitted Parent Payment by any Loan Party or Restricted Subsidiary, except payment in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties or any Subsidiary, provided that such payments are pursuant to agreements or arrangements in effect at the Parent prior to the Effective Date; (l) the making of any, direct or indirect, Restricted Payment by any Loan Party or Restricted Subsidiary (other than payments to Loan Parties) (including with respect to reimbursement of legal or other professional fees and expenses, but excluding any customary director fees and expenses (including payments in respect of indemnification obligations) and employee and officer compensation (including, but not limited to, bonuses) in the ordinary course of business, provided, that the payments of such customary director fees and expenses and employee and officer compensation shall not exceed $200,000.00 in the aggregate during the Forbearance Period, provided, further, such aggregate cap shall not apply to payments in respect of indemnities incurred by the Parent, officers, and/or directors in connection with managing the business or affairs of the Parent, the Loan Parties, or any Subsidiary); (m) the making of any other payment or transfer of value, assets or property by any Loan Party to the Parent or any of its Affiliates (other than the Loan Parties), except pursuant to (i) agreements or arrangements in effect prior to the Effective Date, or (ii) any future agreements or arrangements that are on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those that could be obtained at the time for a comparable transaction in an arm’s-length dealing with an unrelated third party (or for purposes of agreements or arrangements with GAME, on a basis no less favorable to the Loan Party or such Restricted Subsidiary than those obtained for a substantially comparable transaction between GAME and YES Network); (i) any amendment, waiver, supplement or other modification to any employment agreement or employee compensation plan by any Loan Party other than in the ordinary course of business, (ii) the entry by any Loan Party into any new employment agreement or employee compensation plan other than in the ordinary course of business; (iii) the payment of any amount contemplated by any employment agreement or employee compensation plan before the date on which such amount becomes due and payable pursuant to the terms of such agreements or plans, as applicable; or (iv) the payment of any bonus, incentive, retention, severance, change of control, or termination payment, except for payments when due in accordance with the terms of any employment agreement or employee compensation plan that any Loan Party has entered into prior to the Effective Date, as applicable, provided that in no event during the Forbearance Period shall any change of control or similar payments be paid as a result of this Agreement or any contemplated restructuring of the Obligations; (o) the effecting of any transaction under Section 7.22 or Section 7.23 of the Credit Agreement by any Loan Party or Restricted Subsidiary; (p) the incurrence of any Guarantee in excess of $2,000,000.00 by any Loan Party or Restricted Subsidiary under clause (v) of Section 7.15 of the Credit Agreement; (q) the effecting of any transaction with any Affiliate by any Loan Party or Restricted Subsidiary, except as permitted under Section 7.20 of the Credit Agreement (other than clauses (d) and (h) thereof); (r) the making of any Disposition by any Loan Party or any Restricted Subsidiary under clause (iv) of Section 7.24 of the Credit Agreement; (s) the formation, establishment, or acquisition of any Subsidiary by any Loan Party or by any Restricted Subsidiary; (t) the taking of any action by any Loan Party or Restricted Subsidiary that results in a Guarantor becoming an Excluded Subsidiary; (u) the failure by the Borrower to provide written notice to ▇▇▇▇▇ ▇▇▇▇ within three (3) Business Days of receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Borrower (with such actual knowledge to be the actual knowledge of the Chief Executive Officer, the Executive Vice President of Business Affairs and Distribution, the Borrower’s in-house legal counsel, or the Borrower’s outside advisors at PJT Partners LP and/or ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP so long as such notice is received by persons at such firms who are advising the Borrower in connection with this Agreement), threatened against any Loan Parties; (v) subject to applicable confidentiality restrictions, the failure of the Loan Parties to promptly provide any party seeking information regarding the Loan Parties and their subsidiaries reasonably requested from time to terminate time by ▇▇▇▇▇ ▇▇▇▇ or FTI, provided that the Loan Parties shall have two (2) Business Days to cure such failure from the date that the Agent or Supporting Lenders provide written notice of termination of this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;Section 3.01(v); and (ei) At the election failure by the Borrowers to pay any of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice reasonable and documented fees and expenses of its exercise of such termination rights to Synquest Advisors within five days following (5) Business Days after the receipt of an invoice therefor or (ii) the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice termination by the Borrower of the exercise engagement letter between the Borrower and FTI, unless there shall have been a breach by FTI of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledthereof.

Termination Events. This Agreement may, by notice given prior to (1) The occurrence of any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event: (a) By Synquest on any representation, warranty, certification or statement made by Tyson, the one handTransferor, the Collection Agent, any Agent Seller or Tilionany Seller in this Agreement, on any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Termination Event unless such event shall continue unremedied for a period of ten (10) days from the other handdate a Responsible Officer of the Transferor obtains knowledge thereof; provided further that no grace period shall apply to Sections 3.01(c), if a material breach of any provision 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of this Agreement has been committed (and, for the avoidance of doubt, the cure period described in the first proviso of this Section 7.01(1)(a) shall not apply to payments required to be made pursuant to Section 2.10(b)); and provided further that no such event shall constitute a Termination Event if the Transferor shall have timely paid to the Collection Agent the Deemed Collection required to be paid as a result of such event in accordance with Section 2.10(b); or (b) after the filing in the appropriate offices of the financing statements described in Sections 4.01(c), 4.01(d), 4.01(e) and 4.01(f), the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims; or (c) a Collection Agent Default shall have occurred; or (d) the Transferor, Tyson or any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other than, in the case of any Seller, a merger or consolidation which does not, in the opinion of the Required Committed Purchasers, materially adversely affect the collectibility of the Receivables sold by such Seller or the other party that would performance of such Seller's obligations under the transaction documents); or (e) there shall have occurred since the Closing Date any event or condition which could reasonably be expected to have a Material Adverse Effect Effect; or (f) (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment from previously received Collections or other funds available to the Transferor or increases the balance of the Receivables on the breaching partynext Business Day following such breach so as to reduce the Percentage Factor to less than or equal to the Maximum Percentage Factor; or (ii) the Net Investment shall exceed the Program Limit; or (g) the average Dilution Ratio for the three preceding Settlement Periods exceeds 1.55%; or (h) the average Default Ratio for the three preceding Settlement Periods exceeds 1.85%; or (i) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 6.75%; or (j) either (i) a Credit Agreement Event of Default shall have occurred and be continuing or (ii) the failure of Tyson or any other Seller to pay indebtedness in excess of $10,000,000 when due (after giving effect to any applicable cure period) or any such indebtedness shall become accelerated by the holders thereof; or (k) the Receivables Purchase Agreement is terminated; or (l) a trust has been properly preserved pursuant to PASA; or (m) Tyson or any of its affiliates is rated BB- or Ba3 or lower or Tyson is not rated by either S&P or M▇▇▇▇'▇, which breach could not reasonably be expected respectively; or (n) Tyson and the Sellers (in the aggregate) shall fail to maintain 100% ownership of the Transferor; or (o) a Default. (2) The occurrence of any one or more of the following events shall constitute a Default: (a) Tyson, the Transferor, any Seller, any Agent Seller or the Collection Agent shall fail to make any payment or deposit to be cured prior to January 31, 2003;made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or (b) Tyson, the Transferor, any Seller, any Agent Seller or the Collection Agent shall default in the performance of any undertaking (other than those covered by clause (a) above) under any Transaction Document and such default shall continue for ten (10) days after a Responsible Officer of the Transferor, the Collection Agent or Tyson has knowledge thereof; or (c) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness (other than Indebtedness under the Transaction Documents) when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (d) any Event of Bankruptcy shall occur with respect to (i) By Synquest if any of the conditions Seller that is a Foodbrands Entity that has less than $5,000,000 in Article VI or VII has not been satisfied Receivables as of the Closing Date or if satisfaction date of such Event of Bankruptcy or any Subsidiary of Tyson that is not a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date Seller, or (ii) by Tilion if the Transferor, Tyson, the Collection Agent, or any of the conditions in Article VI or VIII (Seller other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible Seller referred to in clause (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;i); or (e) At a Responsible Officer of the election Transferor receives notice or becomes aware that a notice of Tilion, if Synquest lien has not satisfied been filed against the conditions specified in either Transferor or Tyson under Section 8.10 412(n) of the Code or Section 8.11, by providing written notice 302(f) of its exercise of such termination rights ERISA for a failure to Synquest within five days following receipt make a required installment or other payment to a plan to which Section 412(n) of the certificates provided for in Code or Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice 302(f) of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledERISA applies.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) a. By Synquest Buyer for any or all of the reasons specified in, and as permitted by, Section 9.7.b. for an uncured objection to the environmental condition, Section 9.8.b. for an uncured objection to title, Section 9.9.b. for an uncured objection to the Survey, Section 9.10. for a condemnation by a Governmental Body, Section 9.16.b. for the failure to obtain the required consents to the assumption of the University Lease, or Section 9.17.b. based upon an objection to a Schedule. b. By Buyer if Seller does not enter into the Construction Contract; c. By Sellers, acting together, on the one hand, or TilionBuyer, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which and such breach could has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest Sellers, acting together, if any of the conditions in Article VI or VII has Section 10. hereof have not been satisfied as of the Closing Date or if satisfaction of such a condition conditions is or becomes impossible (other than through the failure of Synquest Sellers to comply with its any of their respective obligations under this Agreement or such other agreement relating to any closing conditionhereunder) and Synquest has Sellers have not waived such condition conditions on or before the Closing Date or Date; or (ii) by Tilion By Buyer if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has Section 11. hereof have not been satisfied as of the Closing Date or if satisfaction of such a condition conditions is or becomes impossible (other than through the failure of Tilion Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionhereunder) and Tilion Buyer has not waived such condition conditions on or before the Closing Date; (c) e. By mutual the consent of Synquest Sellers, acting together, on the one hand, and TilionBuyer, on the other hand; f. By Sellers, acting together, if the Closing has not occurred (dother than through the failure of Sellers to comply fully with their respective obligations under this Agreement) at any time after the Scheduled Closing Date (if Buyer has failed to make any required Supplemental ▇▇▇▇▇▇▇ Money Deposit to extend the Closing) or the Extension Date (if Buyer has made any required Supplemental ▇▇▇▇▇▇▇ Money Deposit to extend the Closing); or g. By either Synquest Sellers, acting together, on the one hand, or Tilion Buyer, on the other hand, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its respective obligations under this Agreement) on or before January 31, 2003within sixty (60) days after the Scheduled Closing Date, or such later date as the parties may in writing agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) By Synquest on the one hand, or Tilion, on the other hand, by Buyer if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which Seller or Shareholders and such breach could has not reasonably be expected to be cured prior to January 31, 2003been waived by Buyer; (b) by Seller if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by Seller; (ic) By Synquest by Buyer if any of the conditions condition in Article VI or VII 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest Buyer has not waived such condition on or before the Closing Date or such date; (iid) by Tilion Seller if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Seller or the Shareholders to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion Seller has not waived such condition on or before the Closing Datesuch date; (ce) By by mutual consent of Synquest Buyer and TilionSeller; (df) By either Synquest or Tilion by Buyer if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January August 31, 2003, or such later date as the parties may agree upon, unless the Buyer is in material breach of this Agreement; (eg) At by Seller if the election of Tilion, if Synquest Closing has not satisfied occurred on or before August 31, 2003, or such later date as the conditions parties may agree upon, unless the Seller or Shareholders are in material breach of this Agreement; (h) by Seller or Buyer if the aggregate amount of (i) the amount by which the Customer Adjustment exceeds $500,000 and (ii) the amount of Damages Seller will suffer as a result of the inability to establish a Pass-Through Arrangement with respect to any Non-Consenting Contract shall not equal more than $1,250,000; (i) by Seller or Buyer if the amount by which the Damages specified in either any certificate delivered by Buyer pursuant to Section 8.10 11.1, excluding Damages relating to sales and use taxes, exceeds the Basket would exceed $500,000; or (j) by Seller or Section 8.11, by providing written notice Buyer if Buyer is not able to ascertain in good faith the amount of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period Damages specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 any certificate delivered by Buyer pursuant to Section 11.1 for which it will be deemed satisfied and entitled to assert claims following the terms of such conditions fulfilledClosing.

Termination Events. This Agreement may, by notice given prior to Any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event: (a) By Synquest the Borrower fails to pay any principal, interest, fees or other amounts under the Loan Documents on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003;date when due; or (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Borrower fails to comply with its obligations any covenant or agreement contained in Section 6.7 (Accounts), Section 7.1 (Prohibition of Fundamental Changes, etc.), Section 7.2 (Distributions, Restricted Payments), Section 7.3 (Conduct of Business), Section 7.4 (Liens), Section 7.5 (Purchase of Assets, Investments; Loans) or Section 7.6 (Indebtedness, Guarantees); or (c) at any time, funds on deposit in any Account are used by or on behalf of the Borrower other than for the purposes expressly specified in this Agreement or are withdrawn by or at the direction of the Borrower other than as expressly permitted pursuant to this Agreement; or (d) the Borrower fails to comply with any covenant or agreement under this Agreement or under any other Loan Document (other than those specified in subsections (a), (b) or (c) above), and such failure is not remedied within 30 days after notice thereof from the Lender to the Borrower; or (e) any representation or warranty made by the Borrower in any Loan Document, or in any certificate or document delivered to the Lender by the Borrower pursuant to any Loan Document, proves to have been incorrect when made or deemed made and such failure is not remedied within 10 days after notice thereof from the Lender to the Borrower; or (1) the Borrower or the Collateral Manager shall commence any case or other agreement proceeding (A) under the Bankruptcy Code or any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any closing conditionsubstantial part of its assets, shall make a general assignment for the benefit of its creditors; or (2) there shall be commenced against the Borrower any case or other proceeding of a nature referred to in clause (1) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (3) there shall be commenced against the Borrower any case or other proceeding seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (4) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (1), (2) or (3) above; or (5) the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) The Collateral Manager’s business or financial condition undergoes a Material Adverse Effect, other than as described in Section 8.1(f), or the Collateral Management Agreement shall be terminated or cease to be in full force and Synquest has not waived effect; or (h) any Loan Document to which the Borrower is a party ceases, for any reason, to be in full force and effect or any party thereto shall so assert in writing and any such condition on or before event continues for ten days after the Closing Date earlier of the Lender giving notice and the Borrower becoming aware of such event; or (ii) by Tilion if any of Security Document to which the conditions Borrower is a party ceases, except in Article VI or VIII accordance with its terms, to be effective to grant a perfected Lien on the Collateral described therein (other than on an immaterial portion thereof) with the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion priority purported to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledcreated thereby.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest on by the one hand, or Tilion, on the other handPurchaser, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) By Synquest if any the Purchaser shall not have received Company Stockholder Consent and Joinders representing the Requisite Stockholder Approvals and the Voting Agreement Approvals within twenty-four (24) hours following the execution of this Agreement, (ii) the conditions in Article VI or VII Purchaser has not been satisfied as of received evidence that the Closing Date or if satisfaction of such a any condition is set forth in Section 10.1(b), Section 10.1(c), Section 10.1(e) or becomes Section 10.1(h) has become impossible (other than through as a result of any failure on the failure part of Synquest the Purchaser to comply with its obligations under this Agreement or such other agreement relating to perform any closing condition) and Synquest has not waived such condition on covenant or before the Closing Date or (ii) by Tilion if any obligation of the conditions Purchaser set forth in Article VI or VIII this Agreement), (other than the provisions of Sections 8.10 or 8.11iii) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred taken place on or before July 31, 2018 (the “End Date”) (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of the Purchaser to comply fully with its obligations under or perform any covenant or obligation of the Purchaser set forth in this Agreement) on or before January 31, 2003), or such later date as (iv) the parties may agree upon; (e) At Company breaches any representation, warranty, covenant or agreement on the election part of Tilionthe Company set forth in this Agreement, or if Synquest has not satisfied any representation or warranty of the conditions specified Company shall have become untrue, in either Section 8.10 or Section 8.11, by providing written notice of its exercise of case such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then that the conditions set forth in Sections 8.10 Section 10.1(f) or Section 10.1(g) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and 8.11 will be deemed satisfied such breach or untrue representation or warranty is incapable of being cured by the End Date, or if capable of being cured, is not cured by the earlier of the End Date and the terms twentieth (20th) Business Day following written notice of such breach or untrue representation or warranty from the Purchaser; Table of Contents (b) by the Company, if (i) the Company shall have received evidence that the satisfaction of any condition set forth in Section 10.2(b), Section 10.2(c) or Section 10.2(e) has become impossible (other than as a result of any failure on the part of the Company or the Company Equityholders to comply with or perform any covenant or obligation of the Company or the Company Equityholders set forth in this Agreement), (ii) the Closing has not taken place on or before the End Date (other than as a result of any failure on the part of the Company or the Company Equityholders to comply with or perform any covenant or obligation of the Company or the Company Equityholders, as applicable, set forth in this Agreement), or (iii) the Purchaser breaches any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this Agreement, or if any representation or warranty of the Purchaser shall have become untrue, in either case such that the conditions fulfilled.set forth in Section 10.2(f) or Section 10.2(g) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach or untrue representation or warranty is incapable of being cured by the End Date, or if capable of being cured, is not cured by the earlier of the End Date and the twentieth (20th) Business Day following written notice of such breach or untrue representation or warranty from the Company;

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated by the party or parties referenced below as follows: (a) By Synquest on the one hand, or Tilion, on the other handby Buyer, if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could Company or Seller and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived by Buyer; (b) (i) By Synquest by Buyer, if its due diligence investigation indicates that any of the information provided for in the Agreement or by Seller or Company is inaccurate, incomplete or untrue in any way, or if such due diligence investigation reveals any facts, circumstances, liabilities or conditions that, in Buyer’s discretion, may adversely affect the value or prospects of the Seller Shares or Company or that may expose Company to any liability not heretofore fully disclosed to Buyer; or (c) by Seller, if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Sellers’ Agent or Company; (d) by Buyer, if any condition in Article VI or VII 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest Buyer has not waived such condition on or before the Closing Date or such date; (iie) by Tilion Seller, if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Company or Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion has Company and Sellers have not waived such condition on or before the Closing Datesuch date; (cf) By by mutual consent of Synquest Buyer, the majority of Sellers Shares, and TilionCompany; (dg) By either Synquest or Tilion by Buyer, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003ninety (90) days after the date hereof, or such later date as upon which the parties may agree upon;agree, unless the Buyer is in material Breach of this Agreement; or (eh) At by the election of TilionSeller, if Synquest the Closing has not satisfied occurred on or before ninety (90) days after the conditions specified date hereof, or such later date upon which the parties may agree, unless any Seller or the Company is in either Section 8.10 or Section 8.11, by providing written notice material Breach of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledthis Agreement.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, by Purchaser if (i) there is a material breach of any provision covenant or obligation of this Agreement Seller or (ii) Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 6 has been committed by the become impossible (other party that would have than as a Material Adverse Effect result of any failure on the breaching party, which breach could not reasonably be expected part of Purchaser to be cured prior to January 31, 2003comply with or perform any covenant or obligation of Purchaser set forth in this Agreement); (b) by Seller if (i) By Synquest there is a material breach of any covenant or obligation of Purchaser or (ii) Seller reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible (other than as a result of any failure on the part of Seller to comply with or perform any covenant or obligation of Seller set forth in this Agreement); (c) by Purchaser at or after the Closing Date if any of the conditions condition set forth in Article VI or VII Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (cd) By mutual consent of Synquest and Tilionby Seller at or after the Closing Date if any condition set forth in Section 7 has not been satisfied by the Closing Date; (de) By either Synquest or Tilion by Purchaser if the Closing has not occurred taken place on or before March 31, 2000 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of Purchaser to comply fully with its obligations under or perform any covenant or obligation of Purchaser set forth in this Agreement); (f) by Seller if the Closing has not taken place on or before January March 31, 2003, or such later date 2000 (other than as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt a result of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice failure on the part of the exercise Seller to comply with or perform any covenant or obligation of such termination rights within the time period specified in the preceding sentence, then the conditions Seller set forth in Sections 8.10 this Agreement); or (g) by the mutual consent of Purchaser and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, this Agreement may be terminated: (a) By Synquest on by the one hand, or Tilion, on the other hand, if mutual written consent of Purchaser and Seller; (b) by a Party not then in material breach of its obligations if the other Party materially breaches any provision of this Agreement and such breach has not been committed either (i) cured within seven (7) days following delivery of written notice describing the breach in reasonable detail, or (ii) waived by the other party non-breaching Party (the word “material” in Section 6.20(a) shall be disregarded in determining whether CallWave has materially breached that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Section for purposes of this Section 12.1(b)); (bc) (i) By Synquest by Purchaser if any of the conditions in Article VI Section 9.1 or VII 9.3 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Purchaser to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Purchaser has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Seller, if any of the conditions in Article VI Section 9.1 or VIII (other than the provisions of Sections 8.10 or 8.11) 9.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (cd) By mutual consent by either Party, if any Governmental Authority, court or arbitrators of Synquest and Tilion;competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, unless such order arises out of, or results from, a breach by the Party seeking to terminate this Agreement of any representation, warranty, covenant or agreement of such Party in this Agreement; or (de) By by either Synquest or Tilion Party if the Closing has not occurred (other than through the failure of any party a Party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31February 28, 20032009, or such later date as the parties Parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by notice given prior to (1) The occurrence of any one or at more of the Closing, be terminatedfollowing events shall constitute a Termination Event: (a) By Synquest on any representation, warranty, certification or statement made by Tyson, the one handTransferor, the Collection Agent, any Agent Seller or Tilionany Seller in this Agreement, on any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Termination Event unless such event shall continue unremedied for a period of ten (10) days from the other handdate a Responsible Officer of the Transferor obtains knowledge thereof; provided further that no grace period shall apply to Sections 3.01(c), if a material breach of any provision 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of this Agreement has been committed (and, for the avoidance of doubt, the cure period described in the first proviso of this Section 7.01(1)(a) shall not apply to payments required to be made pursuant to Section 2.10(b)); and provided further that no such event shall constitute a Termination Event if the Transferor shall have timely paid to the Collection Agent the Deemed Collection required to be paid as a result of such event in accordance with Section 2.10(b); or (b) after the filing in the appropriate offices of the financing statements described in Sections 4.01(c), 4.01(d), 4.01(e) and 4.01(f), the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims; or (c) a Collection Agent Default shall have occurred; or (d) the Transferor, Tyson or any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other than, in the case of any Seller, a merger or consolidation which does not, in the opinion of the Required Committed Purchasers, materially adversely affect the collectibility of the Receivables sold by such Seller or the other party that would performance of such Seller’s obligations under the transaction documents); or (e) there shall have occurred since the Closing Date any event or condition which could reasonably be expected to have a Material Adverse Effect Effect; or (f) (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment from previously received Collections or other funds available to the Transferor or increases the balance of the Receivables on the breaching partynext Business Day following such breach so as to reduce the Percentage Factor to less than or equal to the Maximum Percentage Factor; or (ii) the Net Investment shall exceed the Program Limit; or (g) the average Dilution Ratio for the three preceding Settlement Periods exceeds 1.85%; or (h) the average Default Ratio for the three preceding Settlement Periods exceeds 1.85%; or (i) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 6.75%; or (j) either (i) a Credit Agreement Event of Default shall have occurred and be continuing or (ii) the failure of Tyson or any other Seller to pay indebtedness in excess of $50,000,000 when due (after giving effect to any applicable cure period) or any such indebtedness shall become accelerated by the holders thereof; or (k) the Receivables Purchase Agreement is terminated; or (l) a trust has been properly preserved pursuant to PASA; or (m) Tyson’s Index Rating is BB- or Ba3 or lower or Tyson is not rated by S&P or ▇▇▇▇▇’▇, which breach could not reasonably be expected respectively; or (n) Tyson and the Sellers (in the aggregate) shall fail to maintain 100% ownership of the Transferor; or (o) a Default. (2) The occurrence of any one or more of the following events shall constitute a Default: (a) Tyson, the Transferor, any Seller, any Agent Seller or the Collection Agent shall fail to make any payment or deposit to be cured prior to January 31, 2003;made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or (b) Tyson, the Transferor, any Seller, any Agent Seller or the Collection Agent shall default in the performance of any undertaking (other than those covered by clause (a) above) under any Transaction Document and such default shall continue for ten (10) days after a Responsible Officer of the Transferor, the Collection Agent or Tyson has knowledge thereof; or (c) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness (other than Indebtedness under the Transaction Documents) when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (d) any Event of Bankruptcy shall occur with respect to (i) By Synquest if any of the conditions Seller that is a Foodbrands Entity that has less than $5,000,000 in Article VI or VII has not been satisfied Receivables as of the Closing Date or if satisfaction date of such a condition is Event of Bankruptcy or becomes impossible any Subsidiary (other than through the failure an Inactive Subsidiary) of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has Tyson that is not waived such condition on or before the Closing Date a Seller, or (ii) by Tilion if the Transferor, Tyson, the Collection Agent, or any of the conditions in Article VI or VIII (Seller other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible Seller referred to in clause (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;i); or (e) At a Responsible Officer of the election Transferor receives notice or becomes aware that a notice of Tilion, if Synquest lien has not satisfied been filed against the conditions specified in either Transferor or Tyson under Section 8.10 412(n) of the Code or Section 8.11, by providing written notice 302(f) of its exercise of such termination rights ERISA for a failure to Synquest within five days following receipt make a required installment or other payment to a plan to which Section 412(n) of the certificates provided for in Code or Section 8.10 and 302(f) of ERISA applies; or (f) any default or breach under Section 8.11, respectively. If Synquest has not received written notice 7.11 of the exercise Five Year Credit Agreement, without giving effect to any expiration or termination thereof or any amendment, waiver or modification thereof, and such default or breach continues for 10 days after a Responsible Officer of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledTyson has knowledge thereof.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date October 31, 1997, or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before October 31, 1997 (provided, however, that in the Closing Date case of the condition in Section 7.7, Buyer must terminate this Agreement or waive such condition on or before September 30, 1997); or (ii) by Tilion Sellers, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date October 31, 1997, or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing DateOctober 31, 1997; (c) By mutual consent of Synquest and Tilionby Sellers under the circumstances described in Section 2.5(d); (d) By by (i) mutual consent of Buyer and Sellers, (ii) failure to agree on Buyer's proposals as contemplated by the lead-in paragraphs of Section 3 and Buyer has not elected to waive the proposals causing disagreement, or (iii) failure by the parties to finalize the Exhibits and Option Prices as contemplated by the footnote at the end of the Table of Contents to this Agreement; or (e) by either Synquest Buyer or Tilion Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January October 31, 20031997, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by either Buyer and Acquisition or Sellers and the one hand, or Tilion, on the other hand, Company if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such Breach has not been cured or waived within 15 days of the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003date of notification of such Breach; (b) (i) By Synquest by Buyer and Acquisition if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers and the Company, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers and the Company to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion;Acquisition and Sellers and the Company; or (d) By by either Synquest Buyer and Acquisition or Tilion Sellers and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31September 30, 20031998, or such later date as the parties may agree upon; (e) At the election . A party's right of Tiliontermination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledunimpaired.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by mutual consent of the one hand, Purchaser and the Seller; (b) by either the Purchaser or Tilion, on the other hand, Seller if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such breach has not been waived by the breaching terminating party, which breach could not reasonably be expected to be cured prior to January 31, 2003; (bc) (i) By Synquest by the Purchaser, if any of the conditions in Article VI or VII VIII has not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Synquest the Purchaser to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest the Purchaser has not waived such condition on at or before the Closing Date Closing; or (ii) by Tilion the Seller, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) IX has not been satisfied as of the Closing Date or if satisfaction of any such a condition is or becomes impossible (other than through the failure of Tilion the Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion the Seller has not waived such condition on at or before the Closing Date; (c) By mutual consent of Synquest and TilionClosing; (d) By by the Seller, if (i) the Board of Directors of the Seller pursuant to Section 6.7(B) withdraws or modifies its approval or recommendation of, or otherwise fails to approve or recommend, this Agreement and the consummation of the transactions contemplated hereby to the stockholders of the Seller, and (ii) the Seller pays to the Purchaser an alternative transaction fee equal to $1,720,000, promptly upon such withdrawal, modification or failure, by wire transfer of immediately available funds to such account as shall have been designated by the Purchaser; or (e) by either Synquest the Purchaser or Tilion the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31November 2, 20031998, (the "Outside Date") or such later date as the parties may agree upon; ; provided, however, that notwithstanding anything to the contrary in this Agreement (ei) At if on November 2, 1998 the election applicable waiting periods under the HSR Act have not expired or terminated then each of Tilionthe Purchaser and the Seller shall have the independent right, exercisable in its sole discretion by delivery of written notice thereof to the other on or before November 2, 1998, to extend the Outside Date to the earlier of five (5) business days after such regulatory approvals have been obtained or December 15, 1998 and (ii) if Synquest on November 2, 1998 the Seller has not satisfied obtained the conditions specified consents required to be delivered pursuant to Section 3.2(A)(5) then the Seller shall have the right exercisable in either Section 8.10 or Section 8.11, its sole discretion by providing delivery of written notice of its exercise of such termination rights thereof to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11Purchaser on or before November 2, respectively. If Synquest has not received written notice of 1998, to extend the exercise of such termination rights within the time period specified in the preceding sentenceOutside Date to December 15, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled1998.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) 8.1.1 By Synquest on either Sellers or the one hand, or Tilion, on the other hand, Crown Parties if a material breach Breach of any provision of this Agreement has been committed by the other party and such Breach has not previously been waived; PROVIDED that would have except with respect to a Material Adverse Effect on Breach of the breaching partyparties' obligations under Section 4.2, which breach could a Breach shall not give either party the right to terminate this Agreement unless (i) the non-Breaching party has given the Breaching party notice specifying the nature of the Breach in reasonable detail, and (ii) the Breaching party either (a) has failed to cure such Breach within ten Business Days after such notice is given, or (b) if such Breach cannot be cured solely by the payment of money and cannot reasonably be expected cured within ten Business Days despite the exercise of due diligence, has failed to be cured prior commence curative action within ten Business Days after such notice is given or thereafter fails to January 31, 2003complete the cure of such Breach as soon as practicable; (b) (i) By Synquest Sellers, if any of the conditions in Article VI or VII Section 3.1 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest has Sellers have not waived such condition on or before the Closing Date Date; or (ii) by Tilion the Crown Parties, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 3.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion the Crown Parties to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has the Crown Parties have not waived such condition on or before the Closing Date; (c) 8.1.3 By mutual consent of Synquest the Crown Parties and Tilion;Sellers; or (d) 8.1.4 By either Synquest Sellers or Tilion the Crown Parties if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31February 1, 20031998, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, by Purchaser if (i) there is a material breach of any provision covenant or obligation of this Agreement Seller or (ii) Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 5 has been committed by the become impossible (other party that would have than as a Material Adverse Effect result of any failure on the breaching party, which breach could not reasonably be expected part of Purchaser to be cured prior to January 31, 2003comply with or perform any covenant or obligation of Purchaser set forth in this Agreement); (b) by Seller if (i) By Synquest there is a material breach of any covenant or obligation of Purchaser or (ii) Seller reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible (other than as a result of any failure on the part of Seller to comply with or perform any covenant or obligation of Seller set forth in this Agreement); (c) by Purchaser at or after the Closing Date if any of the conditions condition set forth in Article VI or VII Section 5 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (cd) By mutual consent of Synquest and Tilionby Seller at or after the Closing Date if any condition set forth in Section 6 has not been satisfied by the Closing Date; (de) By either Synquest or Tilion by Purchaser if the Closing has not occurred taken place on or before February 16, 2001 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of Purchaser to comply fully with its obligations under or perform any covenant or obligation of Purchaser set forth in this Agreement); (f) by Seller if the Closing has not taken place on or before January 31February 16, 2003, 2001 (other than as a result of the failure on the part of Seller to comply with or such later date as the parties may agree uponperform any covenant or obligation of Seller set forth in this Agreement); (eg) At by the election mutual consent of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 Purchaser and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written notice is given specifying the breaching party, which breach could not reasonably be expected Breach and demanding it to be cured prior to January 31, 2003remedied; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion;Sellers; STOCK PURCHASE AGREEMENT 43 44 (d) By by either Synquest Buyer or Tilion Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31June 30, 20032000, or such later date as the parties may agree upon;; or (e) At by Buyer if Buyer is not completely satisfied on or before November 19, 1999 in its sole discretion with the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt results of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice review of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 Acquired Companies' operations and 8.11 will be deemed satisfied books and the terms of such conditions fulfilledrecords by Buyer and Buyer's Advisors.

Termination Events. This Agreement may, by written notice given prior to before or at the Closing, be terminatedterminated by: (a) By Synquest on mutual consent of the one hand, or Tilion, on Purchaser and the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Seller; (b) the Purchaser (iso long as the Purchaser is not then in material breach of any of its representations, warranties or covenants contained in this Agreement) By Synquest if there has been a breach of any of the conditions Seller’s representations, warranties or covenants contained in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through this Agreement, which would result in the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach is or becomes impossible (other than through incapable of being cured prior to the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Termination Date; (c) By mutual consent the Seller (so long as the Seller is not then in material breach of Synquest any of its representations, warranties or covenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and Tilionwhich breach is incapable of being cured prior to the Termination Date; (d) By either Synquest the Purchaser or Tilion the Seller if any Governmental Authority 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; provided, however, that the right to terminate this Agreement under this Section 7.1(d) will not be available to a Party whose failure to fulfill any material covenant under this Agreement, including the obligations of the Purchaser or the Seller under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; (e) either the Purchaser or the Seller, if the Closing has not occurred on or before January 31, 2014 (other than through the failure of any party seeking “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this subparagraph (dSection 7.1(e) shall not be available to comply fully with a Party if the failure to effect the Closing on or before the Termination Date was caused by the failure of such Party to perform any of its material obligations under this AgreementAgreement or by such Party’s breach of any material provisions of this Agreement (in each case, other than the failure of the Purchaser to consummate the transactions contemplated hereby by reason of a Financing Failure (other than a Financing Failure resulting from a knowing and intentional breach of Section 5.5 by the Purchaser)); provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(e) on or before January 31, 2003, or such later date shall not be available to the Purchaser if a Financing Failure has occurred and is continuing as of the parties may agree upon;Termination Date unless the Purchaser pays the Financing Failure Fee to the Seller in accordance with Section 7.2(b)(i); or (ef) At the election of TilionSeller, if Synquest the Closing has not satisfied occurred as of the Intended Closing Date and (i) the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions Closing set forth in Sections 8.10 Section 6.1 have been satisfied or waived (other than the Financing Condition and 8.11 those conditions that by their nature cannot be satisfied other than at the Closing), (ii) the Purchaser is unable to satisfy its obligation to effect the Closing at such time because of a Financing Failure and (iii) the Seller has confirmed by written notice to the Purchaser its intention to terminate this Agreement pursuant to this Section 7.1(f) (a “Closing Failure Notice”); provided, however, that a Closing Failure Notice may provide, in the Seller’s sole discretion, that the Seller agrees to delay the Closing beyond the Intended Closing Date through a date specified by the Seller in its sole discretion (which date shall not exceed the Termination Date) in the Closing Failure Notice (any such date, the “Financing Extension Date”) to allow the Purchaser the opportunity to cure a Financing Failure by enforcing its rights against the Lenders under the Debt Commitment Letters or, if applicable, any Debt Financing Agreements or obtaining Alternative Financing; provided, further, that if the Seller agrees to delay the Closing beyond the Intended Closing Date through any such Financing Extension Date, the occurrence from and after the Intended Closing Date of any development, fact, change, event, effect, occurrence or other circumstance that would (w) entitle the Purchaser to any indemnification, termination or other rights under Section 5.4 will be disregarded in all respects for purposes of Section 5.4 and the Purchaser shall not be entitled to exercise any such rights thereunder; (x) entitle the Purchaser to terminate this Agreement pursuant to Section 7.1(b) or Section 7.1(d), will be disregarded in all respects for purposes of Section 7.1(b) or Section 7.1(d), as applicable, and the Purchaser will not be entitled to terminate this Agreement pursuant thereto; (y) cause the failure of any of the Seller’s conditions to the Closing set forth in Section 6.1 will be disregarded in all respects for purposes of Section 6.1 and this Section 7.1(f) and any such condition will continue to be deemed satisfied by the Seller through the earlier of the Closing or the termination of this Agreement pursuant to this Section 7.1, as applicable; or (z) entitle any of the Purchaser Indemnified Parties to indemnification from the Seller pursuant to Section 8.1(a) and/or Section 8.1(b) will be disregarded in all respects for purposes of Article 8 and no Purchaser Indemnified Party shall be entitled to indemnification therefor, in each case, except to the terms extent of such conditions fulfilledthe Seller’s knowing and intentional breach of this Agreement from and after the Intended Closing Date.

Termination Events. This Agreement may, by notice given prior to or at the Closing, may be terminated: (a) By Synquest on the one hand, by either Purchaser or Tilion, on the other hand, Sellers if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which Party and such breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied waived or remedied by the defaulting party within thirty (30) days as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any receipt of the conditions in Article VI or VIII (relevant notice of breach by the other than Party; provided that the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking right to terminate this Agreement pursuant to this subparagraph (dSection 13.1(a) shall not be available to comply fully with its obligations under this Agreement) on the Purchaser or before January 31Sellers, 2003as applicable, at any time that such Party has violated, or is in breach of, any covenant, representation or warranty hereunder (and such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest violation or breach has not satisfied been waived by the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of other Party) such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then that the conditions set forth in Sections 8.10 Section 5.2 or Section 5.3, as applicable, are not satisfied; (b) at any time before the Closing Date, by written agreement between the Purchaser and 8.11 will each of the Sellers; (c) by either the Purchaser, on the one hand, or each of the Sellers, on the other hand, upon written notice to the other Party, if the Closing Date shall not have occurred within seven (7) months from the date hereof (“Closing Deadline”); provided, however, that the right to terminate this Agreement under this Section 13.1(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to be consummated on or prior to the Closing Deadline; or (d) by the Sellers if (i) all the conditions set forth in Section 5.3 have been satisfied, and (ii) the Purchaser fails to obtain the Debt Financing until the Closing Deadline. For the avoidance of doubt, Purchaser’s failure to close due to the unavailability of the Debt Financing (or any alternative financing, as applicable) shall not be deemed satisfied and to be a breach for purposes of Section 13.1(a) so long as the terms of such conditions fulfilledPurchaser has performed in all material respects its obligations under Section 11.1.

Termination Events. This Agreement may, by notice given may be terminated prior to the Closing (whether before or at after the Closing, be terminated:adoption of this Agreement by the Unitholders): (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on mutual written consent of Parent, the breaching partyCompany, which breach could not reasonably be expected to be cured prior to January 31, 2003and the Blocker Parents; (b) by Parent if the Closing has not taken place on or before 11:59 p.m. (iDallas, Texas time) By Synquest if on March 5, 2020 (the “End Date”) and any of the conditions condition set forth in Article VI or VII Section 7 has not been satisfied or waived as of the Closing Date or if satisfaction time of such a condition is or becomes impossible termination (other than through as a result of any failure on the failure part of Synquest Parent to comply with its obligations under or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or such other agreement relating Agreement); provided, however, if, as of the End Date, the only conditions to any closing condition) and Synquest has not waived such condition on or before the Closing Date that have not been satisfied or (ii) by Tilion if any of the conditions in Article VI or VIII waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the provisions of Closing) are Sections 8.10 7.3(a), 7.7 (in connection with a temporary restraining order, preliminary injunction or 8.11) has not been satisfied as of other Order issued solely in connection with the Closing Antitrust Laws in the United States), 8.3 and 8.4 (in connection with a temporary restraining order, preliminary injunction or other Order issued solely in connection with the Antitrust Laws in the United States), then, upon written request by Parent, the End Date or shall automatically be extended until March 19, 2020; provided, further, if satisfaction of such a condition is or becomes impossible (other than through Parent extends the failure of Tilion End Date pursuant to comply with its obligations under the immediately preceding proviso, all references in this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing “End Date” will be the End Date as extended; (c) By mutual consent by the Company if the Closing has not taken place on or before 11:59 p.m. (Dallas, Texas time) on the End Date and any condition set forth in Section 8 has not been satisfied or waived as of Synquest the time of termination (other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); provided, however, if, as of the End Date, the only conditions to the Closing that have not been satisfied or waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing) are Sections 7.3(a), 7.7 (in connection with a temporary restraining order, preliminary injunction or other Order issued solely in connection with the Antitrust Laws in the United States), 8.3 and Tilion8.4 (in connection with a temporary restraining order, preliminary injunction or other Order issued solely in connection with the Antitrust Laws in the United States), then, upon written request by the Company, the End Date shall automatically be extended until March 19, 2020; provided, further, if the Company extends the End Date pursuant to the immediately preceding proviso, all references in this Agreement to the “End Date” will be the End Date as extended; (d) By either Synquest or Tilion if by Parent, the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003Company, or such later date as the parties may agree upon; (e) At the election of Tilionany Blocker Parent, if Synquest has not satisfied (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order, or shall have taken any other action, having the conditions specified in either Section 8.10 effect of permanently restraining, enjoining or Section 8.11otherwise prohibiting the Merger, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.or

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated by the party or parties referenced below as follows: (a) By Synquest on the one hand, or Tilion, on the other handby Buyer, if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could Company or Seller and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived by Buyer; (b) (i) By Synquest by Buyer, if its due diligence investigation indicates that any of the information provided for in the Agreement or by Seller or Company is inaccurate, incomplete or untrue in any way, or if such due diligence investigation reveals any facts, circumstances, liabilities or conditions that, in Buyer's discretion, may adversely affect the value or prospects of the Seller Shares or Company or that may expose Company to any liability not heretofore fully disclosed to Buyer; or (c) by Seller's holding a majority of the Sellers Shares, if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Sellers' Agent or Company; (d) by Buyer, if any condition in Article VI or VII 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest Buyer has not waived such condition on or before the Closing Date or such date; (iie) by Tilion Seller's holding a majority of the Sellers Shares, if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Company or Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion has Company and Sellers have not waived such condition on or before the Closing Datesuch date; (cf) By by mutual consent of Synquest Buyer, the majority of Sellers Shares, and TilionCompany; (dg) By either Synquest or Tilion by Buyer, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003ninety (90) days after the date hereof, or such later date as upon which the parties may agree upon;agree, unless the Buyer is in material Breach of this Agreement; or (eh) At by the election Seller's holding a majority of TilionSeller Shares, if Synquest the Closing has not satisfied occurred on or before ninety (90) days after the conditions specified date hereof, or such later date upon which the parties may agree, unless any Seller or the Company is in either Section 8.10 or Section 8.11, by providing written notice material Breach of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledthis Agreement.

Termination Events. This Agreement may, by written notice given to the Seller or the Buyer, as applicable, prior to or at the Closing, be terminated: (a) By Synquest on by (i) the one hand, or Tilion, on the other handBuyer, if a any representation or warranty made by the Seller or any Member is inaccurate in any material breach of respect or the Seller or any provision of Member has breached any covenant or agreement in this Agreement has been committed in any material respect or (ii) the Seller, if any representation or warranty made by the other party that would have a Material Adverse Effect on Buyer is inaccurate in any material respect or the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Buyer has breached any covenant or agreement in this Agreement in any material respect; (b) by (i) By Synquest the Buyer, if any of condition in Section 7.1 (other than the conditions condition set forth in Article VI or VII Section 7.1(d)) has not been satisfied as of the Closing Date or waived in writing by April 29, 2011 or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Synquest the Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion the Seller, if any of the conditions condition in Article VI Section 7.2 (or VIII (other than the provisions of Sections 8.10 or 8.11condition set forth in Section 7.1(d)) has not been satisfied as of the Closing Date or waived in writing by April 29, 2011 or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Tilion the Seller or any Member to comply with such Party’s obligations under this Agreement); provided, however, that if either the Buyer or the Seller notifies the other Party in writing that it is exercising its termination right pursuant to this Section 8.1(b) on or before May 9, 2011, the non-terminating Party shall pay $250,000 in cash to the terminating Party within 30 days of demand therefor and such payment shall be the exclusive remedy of the terminating Party under this Agreement; (c) by (i) the Buyer, if any condition in Section 7.1 has not been satisfied or waived in writing by September 7, 2011 or if satisfaction of any such condition is or becomes impossible (in either case, for reasons other than the failure of the Buyer to comply with its obligations under this Agreement Agreement) or such other agreement relating to (ii) the Seller, if any closing condition) and Tilion condition in Section 7.2 has not been satisfied or waived in writing by September 7, 2011 or if satisfaction of any such condition on is or before becomes impossible (in either case, for reasons other than the Closing Date; (c) By mutual consent failure of Synquest and Tilion;the Seller or any Member to comply with such Party’s obligations under this Agreement); or (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt mutual consent of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied Buyer and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by notice given prior to or at may be terminated and the Closing, ------------------ transactions contemplated hereby may be terminatedabandoned: (a) By Synquest on the one handat any time, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003mutual written agreement of Buyer and Seller; (b) (i) By Synquest by either Buyer or Seller, upon written notice to the other, at any time, if the other is in breach or default of its respective covenants, agreements, or other obligations herein or in any Transaction Document, or if any of the conditions its representations herein or in Article VI any Transaction Document are not true and accurate in all material respects when made or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under when otherwise required by this Agreement or any Transaction Document to be true and accurate in all material respects, and such other agreement relating to any closing condition) and Synquest breach, default or failure is not cured within 30 days of receipt of notice that such breach, default or failure exists or has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Dateoccurred; (c) By mutual consent by either Buyer or Seller upon written notice to the other, if Closing shall not have occurred by the Outside Closing Date for any reason other than a breach or default by such party of Synquest its respective covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and Tilionaccurate in all material respects when made or when otherwise required by this Agreement to be true and accurate in all material respects; (d) By by either Synquest Buyer or Tilion Seller, upon written notice to the other, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January by July 31, 2003, or such later date as the parties may agree upon1998; (e) At the election of Tilionby Buyer upon written notice to Seller, if Synquest the Asset Exchange Agreement is terminated for any reason and if Cable One, Inc. has not satisfied the conditions specified been required by TWEAN to assign this Agreement to TWEAN or its designee in either accordance with Section 8.10 or Section 8.1111.6, by providing written notice of its exercise of provided, that any such termination rights shall not affect TWEAN's obligations under the Performance Agreement to Synquest within five days following receipt of consummate the certificates transactions contemplated hereby; or (f) as otherwise provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledherein.

Termination Events. (A) This Agreement may, by notice given may be terminated at any time prior to or at the Closing, be terminated: (1) by the mutual written agreement of Buyer and Seller; (2) by Buyer or Seller: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January after August 31, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion 2007 if the Closing has shall not have occurred by the close of business on such date, provided that such date may, from time to time, be extended by either party (with written notice to the other than through the failure of any party seeking party) up to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January and including August 31, 20032007, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then event that the conditions set forth in Sections 8.10 Section 7.1(A), (B), (C), (F), or (G) or Section 7.2(A), (B), (C), (E) or (G) have not been fully satisfied (such date, as it may be extended, the “Outside Date”); and 8.11 will provided further, that the terminating or extending party may not be deemed satisfied in default of any of its obligations hereunder and may not have caused the failure of the transactions contemplated by this Agreement to have occurred on or before such date; or (b) if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is appealable (and pursue such appeal with reasonable diligence); (3) by Buyer if there is a breach of any representation or warranty set forth in Article IV or any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement and which breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.2 to be satisfied (and such conditions fulfilledcondition is not waived in writing by Buyer) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.2 to be satisfied on or prior to the Closing Date, provided that Buyer may not terminate this Agreement prior to the Closing if Seller has not had an adequate opportunity to cure such failure; (4) by Seller if there is a breach of any representation or warranty set forth in Article V or of any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement and which breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.1 to be satisfied (and such condition is not waived in writing by Seller) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.1 to be satisfied on or prior to the Closing Date; provided that Seller may not terminate this Agreement prior to the Closing Date if Buyer has not had an adequate opportunity to cure such failure. (B) Upon the occurrence of any valid termination event set forth in this Section 9.3, Buyer and/or Seller, as applicable, shall deliver written notice to the non-terminating party. Upon delivery of such notice, this Agreement shall terminate and the transfer of the Purchased Assets contemplated hereby shall be deemed to have been abandoned without further action by Buyer or Seller. Upon such termination, Buyer shall deliver or destroy all confidential information regarding Seller in accordance with the Confidentiality Agreement, Seller shall deliver or destroy all confidential information related to Buyer to which Seller had access in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby. (C) In the event that this Agreement is validly terminated as provided in this Section 9.3, then each of the parties shall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Buyer or Seller; provided, however, that nothing in this Section 9.3 shall relieve Buyer or Seller of any Liability for any willful breach of this Agreement occurring prior to the proper termination of this Agreement.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) By Synquest on the one hand, or Tilion, on the other hand, by Buyer if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching partyany Seller and such Breach has not been (i) cured within five Business Days of such Breach, which breach could not reasonably be expected to be cured prior to January 31, 2003or (ii) waived by Buyer; (b) by any Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been (i) By Synquest cured within five Business Days of such Breach, or (ii) waived by Sellers; (c) by Buyer if any of the conditions condition in Article VI or VII 7 has not been satisfied as of the date specified for Closing Date in Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest has Buyer have not waived such condition on or before the Closing Date or such date; (iid) by Tilion any Seller if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of the date specified for Closing Date in Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion has Sellers have not waived such condition on or before the Closing Datesuch date; (ce) By by mutual consent of Synquest Buyer and TilionSellers; (df) By either Synquest or Tilion by Buyer if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31April 30, 20032009, or such later date as the parties may agree upon, unless the Buyer is in Breach of this Agreement; (eg) At by any Seller if the election of Tilion, if Synquest Closing has not satisfied occurred on or before April 30, 2009, or such later date as the conditions specified parties may agree upon, unless the Sellers are in either Section 8.10 or Section 8.11, by providing written notice Breach of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.this Agreement; or

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by either Buyer and Acquisition or Sellers and the one hand, or Tilion, on the other hand, Company if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such Breach has not been cured or waived within 10 days of the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003date of notification of such Breach; (b) (i) By Synquest by Buyer and Acquisition if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers and the Company, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers and the Company to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion;Acquisition and Sellers and the Company; or (d) By by either Synquest Buyer and Acquisition or Tilion Sellers and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31September 30, 20031998, or such later date as the parties may agree upon; (e) At the election . A party's right of Tiliontermination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledunimpaired.

Termination Events. This Agreement may, by written notice given to the Sellers or the Buyer, as applicable, prior to or at the Closing, be terminated: (a) By Synquest on by the one hand, or Tilion, on Buyer if (i) the other hand, if a Buyer is not then in material breach of any provision of this Agreement and (ii) any representation or warranty made by any Seller is inaccurate in any material respect or any Seller has been committed breached any covenant or agreement in this Agreement in any material respect, in each case if and to the extent such inaccuracy or breach would give rise to the failure of any of the conditions specified in Section 6.1 and cannot be cured by the other party that would have a Material Adverse Effect on Sellers by July 31st, 2022 (the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003“Outside Date”); (b) by the Sellers if (i) By Synquest the Sellers are not then in material breach of any provision of this Agreement and (ii) any representation or warranty made by the Buyer is inaccurate in any material respect or the Buyer has breached any covenant or agreement in this Agreement in any material respect in each case if and to the extent such inaccuracy or breach would give rise to the failure of any of the conditions specified in Article VI or VII Section 6.2 and cannot be cured by the Buyer by the Outside Date; (c) by (i) the Buyer, if any condition in Section 6.1 has not been satisfied as of or waived in writing by the Closing Buyer by the Outside Date or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Synquest the Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion the Sellers, if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 6.2 has not been satisfied as of or waived in writing by the Closing Sellers by the Outside Date or if satisfaction of any such a condition is or becomes impossible (in either case, for reasons other than through the failure of Tilion any Seller to comply with its such Party’s obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion;Agreement); or (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt mutual consent of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied Buyer and the terms of such conditions fulfilledSellers.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: : (a) By Synquest by either Concierge, on the one hand, or Tilion▇▇▇▇▇▇▇▇▇▇ and Sellers, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party and such breach has not been waived; provided, however, that would have a Material Adverse Effect on the breaching party, party shall have thirty (30) days from the date of receipt of written notice of such breach from the non-breaching party in which breach could not reasonably be expected to be cured prior to January 31, 2003; cure such breach; (b) (i) By Synquest by Concierge if any of the conditions in Article VI or VII has VIII have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Concierge to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Concierge has not waived such condition on or before the Closing Date Date; or (ii) by Tilion ▇▇▇▇▇▇▇▇▇▇ and Sellers, acting through ▇▇▇▇▇▇▇▇▇▇, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) IX has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers and ▇▇▇▇▇▇▇▇▇▇ have not waived such condition on or before the Closing Date; ; 40 (c) By by mutual consent of Synquest Concierge, ▇▇▇▇▇▇▇▇▇▇ and Tilion; Sellers; or (d) By by either Synquest Concierge, on the one hand, or Tilion ▇▇▇▇▇▇▇▇▇▇ and the Sellers, on the other hand, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January December 31, 20032016, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectivelywriting. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.10.2

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed acting jointly); 11.1.2 by the other party that would have a Material Adverse Effect on the breaching partyAcquiror, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest the Acquiror to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest the Acquiror has not waived such condition on or before the Closing Date Date; or (ii) by Tilion the Shareholders (acting jointly), if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion any Shareholder to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 by either the Acquiror or the Shareholders (c) By mutual consent acting jointly), if there shall have been entered a final, nonappealable order or injunction of Synquest and Tilionany Governmental Authority restraining or prohibiting the consummation of the transactions contemplated hereby; (d) By either Synquest or Tilion if 11.1.4 by the Acquiror, if, prior to the Closing has not occurred (other than through Date, the failure Company or any Shareholder is in material breach of any party seeking representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by the Acquiror claiming such breach; provided, however, that the right to terminate this Agreement pursuant to this subparagraph (d) Section 11.1.4 shall not be available to comply fully with its obligations under the Acquiror if the Acquiror is in material breach of this Agreement) on or before January 31, 2003, or such later date as Agreement at the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written time notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.is delivered;

Termination Events. This Agreement maymay be terminated and the Merger abandoned at any time prior to the Effective Time, by notice given whether prior to or at after the Closing, be terminated: Required Stockholder Approval: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on mutual consent of the breaching partyCompany and the Parent, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) by the Company or the Parent, if: (i) By Synquest if in the case of termination by the Company, either of the Parent or Merger Sub (or, in the case of termination by the Parent, the Company) shall have breached in any material respect any of its representations or warranties contained in this Agreement such that the conditions in Article VI Section 9.1 and 8.1, respectively, cannot be satisfied, or VII has any such representation or warranty shall not been satisfied be true or correct in all material respects at and as of the Closing Date or with the same effect as if satisfaction of made at such a condition is or becomes impossible time (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied exceptions as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions are set forth in Sections 8.10 8.1 and 8.11 will 9.1, respectively); (ii) in the case of termination by the Company, either the Parent or Merger Sub (or, in the case of termination by the Parent, the Company) shall have failed to comply in all material respects with any of its covenants or agreements contained in this Agreement to be complied with or performed by it at or prior to the Closing such that the conditions in Section 9.1 and 8.1, respectively, cannot be satisfied; (iii) an injunction is entered, enforced or deemed satisfied and applicable to this Agreement, which prohibits the terms consummation of the transactions contemplated hereby; (iv) any Governmental Body, the consent of which is a condition to the obligation of such conditions fulfilledparty to consummate the transactions contemplated hereby, shall have determined to withhold, delay or not to grant its consent and such withholding, delay or failure to grant consent reasonably expected to extend past March 30, 2012; or (v) the Closing shall not have occurred on or prior to March 30, 2012, or (c) by the Parent, if the Required Stockholder Approval is not obtained within the period proscribed under Section 6.1.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: terminated (ai) By Synquest on the one hand, or Tilion, on the other handby Purchaser, if a material breach of any provision of this Agreement has been committed by the other party that would have Seller and such breach has not been waived, in writing, by Purchaser or cured by Seller within thirty (30) days of notice by Purchaser to Seller of such breach; (ii) by Seller, if a Material Adverse Effect on the breaching partymaterial breach of any provision of this Agreement has been committed by Purchaser and such breach has not been waived, which breach could not reasonably be expected in writing, by Seller or cured by Purchaser within thirty (30) days of notice by Seller to be cured prior to January 31Purchaser of such breach; (iii) by Purchaser, 2003; (b) (i) By Synquest if any of the conditions in Article VI Sections 6.1 or VII 6.2 has not been satisfied as of the Closing Date on or before November 15, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Purchaser to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Purchaser has not waived such condition on or before the Closing Date or Date; (iiiv) by Tilion Seller, if any of the conditions in Article VI Sections 6.1 or VIII (other than the provisions of Sections 8.10 or 8.11) 6.3 has not been satisfied as of the Closing Date on or before November 15, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Seller to comply with its their respective obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; ; (cv) By by either Seller or Purchaser if any Government authority shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that if the parties are diligently and in good faith progressing to Closing, either party may extend such date for one or more thirty (30) day periods by giving written notice thereof to the other party; or (vi) by mutual written consent of Synquest Purchaser and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSeller.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given prior to or at may be terminated and the Closing, Transactions may be terminatedabandoned: (a) By Synquest on the one hand, or Tilion, on the other handby mutual written consent of B▇▇▇▇ and Seller, if the board of directors (or a material breach duly authorized committee thereof) of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003each Party so determines; (b) after December 15, 2022 (ithe “Outside Date”) By Synquest by either Buyer or Seller by notice to the other Parties if the Closing shall not have been occurred on or prior to the Outside Date; provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose failure to perform any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement has been the principal cause of, or such other agreement relating resulted in, the failure of the Closing to any closing condition) and Synquest has not waived such condition occur on or before the Closing Date or (ii) by Tilion if such date; provided, further, that no Party shall have any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking right to terminate this Agreement pursuant to this subparagraph Section 9.1(b) during the pendency of a Proceeding by the other Party for specific performance to consummate the Transactions (dincluding to effect the Closing in accordance with Section 3.1) pursuant to comply fully with Section 10.7 hereof; (c) by either Buyer, on the one hand, or Seller and Parent, on the other hand, by notice to the other Party, if (i) a Governmental Authority of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions to occur on the Closing Date; provided that no Party shall have the right to terminate this Agreement pursuant to this Section 9.1(c)(i) if such Party’s failure to perform its obligations under this Agreement) on or before January 31, 2003Agreement has been the principal cause of, or resulted in, such later date as order, decree or ruling or other action or (ii) any U.S. federal or state Law has been enacted that would make the parties may agree uponconsummation of the Transactions illegal; (ed) At the election of Tilionby Seller, if Synquest there has not satisfied been a breach of any representation or warranty set forth in Article 5, or a breach of any covenant or agreement on the conditions specified part of Buyer set forth in either Section 8.10 or Section 8.11this Agreement, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then which breach (i) would cause the conditions set forth in Sections 8.10 and 8.11 will Section 7.2(a) or Section 7.2(b) not to be deemed satisfied and (ii) shall not have been cured within 20 Business Days (or by the terms Outside Date, if earlier) following receipt by Buyer of written notice of such breach from Seller; provided that the right to terminate this Agreement pursuant to this Section 9.1(d) will not be available to Seller if Seller is then in breach of any representations, warranties, covenants or agreements contained in this Agreement such that any condition set forth in Section 7.3(a) or Section 7.3(b) is then incapable of being satisfied; or (e) by Buyer, if there has been a breach of any representation or warranty set forth in Article 4, or a breach of any covenant or agreement on the part of Seller set forth in this Agreement, and which breach (i) would cause the conditions fulfilledset forth in Section 7.3(a) or Section 7.3(b) not to be satisfied and (ii) shall not have been cured within 20 Business Days (or by the Outside Date, if earlier) following receipt by Seller of written notice of such breach from Buyer; provided that the right to terminate this Agreement pursuant to this Section 9.1(e) will not be available to Buyer if Buyer is then in breach of any representations, warranties, covenants or agreements contained in this Agreement such that any condition set forth in Section 7.2(a) or Section 7.2(b) is then incapable of being satisfied.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one handby Buyer if (i) it is not in material breach of its obligations under this Agreement, or Tilion, on the other hand, if (ii) there has been a material breach of any provision of representation, warranty, covenant or agreement contained in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching partypart of Sellers, which and (iii) such breach could has not reasonably be expected been cured within thirty (30) days after written notice thereof to be cured prior to January 31, 2003Sellers; (b) by Sellers if (i) By Synquest Sellers are not in material breach of their obligations under this Agreement, (ii) there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Buyer, and (iii) such breach has not been cured within thirty (30) days after written notice to Buyer; (i) by Buyer if (A) any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition Section 8 is or becomes impossible to satisfy (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before condition, and (B) all conditions required under Section 9 (other than Section 9.6 and conditions with respect to actions that Buyer would take at the Closing Date itself) have been satisfied or waived; or (ii) by Tilion Sellers if (A) any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition Section 9 is or becomes impossible to satisfy (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before condition, and (B) all conditions required under Section 8 (other than Section 8.8 and conditions with respect to actions that Sellers would take at the Closing Date; (citself) By mutual consent of Synquest and Tilionhave been satisfied or waived; (d) By by mutual written consent of Buyer and Sellers; (e) by Buyer if any Seller, or by Sellers if Buyer, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such Party and such proceeding shall continue without dismissal or stay for a period of thirty (30) consecutive days, or an order granting the relief requested in such proceeding shall be entered; or (f) by either Synquest Buyer or Tilion Sellers if the Closing has not occurred (other than through the failure of any party Party (or its Affiliate) seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31September 30, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled2004.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest by the Purchaser if (i) there is a material Breach of any covenant or obligation of the Seller and such Breach shall not have been cured within ten days after the delivery of notice thereof to the Seller, or (ii) the Purchaser reasonably determines that the timely satisfaction by the date set forth in Sections 8.1(c) and (d) of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the one hand, part of the Purchaser to comply with or Tilion, on the other hand, if a material breach of any provision of perform its covenants and obligations set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement); (b) by the Seller if (i) By Synquest if there is a material Breach of any covenant or obligation of the conditions in Article VI or VII has Purchaser and such Breach shall not have been satisfied as cured within ten days after the delivery of notice thereof to the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date Purchaser, or (ii) the Seller reasonably determines that the timely satisfaction by Tilion if the date set forth in Sections 8.1(c) and (d) of any of the conditions condition set forth in Article VI Section 7 has become impossible or VIII impractical (other than as a result of any failure on the provisions of Sections 8.10 or 8.11) has not been satisfied as part of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By mutual consent by the Purchaser if the Closing has not taken place on or before September 30, 2002 (other than as a result of Synquest any failure on the part of the Purchaser to comply with or perform its covenants and Tilionobligations under this Agreement); (d) By either Synquest or Tilion by the Seller if the Closing has not occurred taken place on or before September 30, 2002 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of the Seller to comply fully with its obligations under or perform any covenant or obligation set forth in this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;); or (e) At by the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing mutual written notice of its exercise of such termination rights to Synquest within five days following receipt consent of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied Purchaser and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such Breach is not curable or, if curable, is not cured by the party committing such Breach within thirty (30) days following written notice thereof by the non-breaching party, which breach could party or such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion;Sellers; or (d) By by either Synquest Buyer or Tilion Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31June 30, 2003, 2005 or such later date as the parties may agree upon; (e) At ; provided, however, that in the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights event that Buyer elects to Synquest within five days following receipt finance a portion of the certificates provided for in Purchase Price through a registered equity offering pursuant to Section 8.10 7.8 and Section 8.11the effectiveness of Buyer’s Registration Statement on Form S-1 has been delayed by the process of securing SEC acceleration of effectiveness, respectively. If Synquest has not received written notice Buyer may request an extension of the exercise of June 30, 2005 termination date and Sellers shall not unreasonably withhold their consent to such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledextension.

Termination Events. This Notwithstanding anything in this Agreement mayto the contrary, by notice given this Agreement may be terminated prior to or at the Closing, be terminatedClosing Date: (a) By Synquest on any of the one hand, or Tilion, on Parties upon written notice to the other hand, Party if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003; (b) (i) By Synquest if the other Party or any of the conditions Companies becomes insolvent, bankrupt or is subject to a in Article VI or VII has not been satisfied out of court recovery process, as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or applicable; and/or (ii) by Tilion if any of the conditions in Article VI Conditions Precedent is not satisfied or VIII (other than waived by the provisions of Sections 8.10 or 8.11) has not been satisfied as of Long Stop Date provided, that the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking right to terminate this Agreement pursuant to this subparagraph (d) Section 11.2(a)shall not be available to comply fully with its obligations under any Party whose actions in breach of this Agreement) on Agreement or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election failure to take action in breach of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt this Agreement have been a material cause of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice failure of the exercise Closing to have occurred by the Long Stop Date or resulted in any of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 Section 3 having failed to be satisfied prior to such date; (b) By Buyers upon written notice to Seller if (i) any of Buyers’ Conditions Precedent is not satisfied or waived by the Long Stop Date; and/or (ii) if Seller or the Company breach any of their covenants or other agreements contained in this Agreement, and 8.11 will which breach (1) would result in a failure of the condition set forth in Section 3.2(c), and (2) cannot be deemed or is not cured by the earlier of (x) the Long Stop Date, or (y) 30 days after the delivery of a written notice from Buyers in this regard; (c) By Seller upon written notice to Buyers if (i) any of Seller’s Conditions Precedent is not satisfied or waived by the Long Stop Date; and/or (ii) if Buyers breach any of their covenants or other agreements contained in this Agreement, and which breach (1) would result in a failure of the terms condition set forth in Section 3.3(b), and (2) cannot be or is not cured by the earlier of such conditions fulfilled.(x) the Long Stop Date, or (y) 30 days after the delivery of a written notice from Seller in this regard;

Termination Events. This Agreement may, by written notice given prior to before or at the Closing, be terminated: (a) By Synquest on by mutual consent of the one handPurchaser, or Tilion, on Company and the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Seller; (b) by the Purchaser (i) By Synquest if there has been a breach of any of the conditions Seller’s or Company’s covenants or obligations contained in Article VI or VII this Agreement, which would result in the failure of the condition set forth in Section 6.1(a), and which breach has not been satisfied as of cured within thirty (30) days after the Closing Date or if satisfaction notice of such a condition is or becomes impossible (other than through breach from the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date Purchaser, or (ii) by Tilion subject to Section 5.4, if there has been a breach of any of the conditions Seller’s or Company’s representations and warranties contained in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through this Agreement, which would result in the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such the condition on or before the Closing Dateset forth in Section 6.1(b); (c) By mutual consent by the Company or the Seller (i) if there has been a breach of Synquest any of the Purchaser’s covenants or obligations contained in this Agreement and Tilionwhich breach has not been cured within 30 days after the notice of such breach from any of the Seller and Company; (d) By by either Synquest the Purchaser or Tilion the Seller or the Company if any Governmental Authority of competent jurisdiction has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (e) by either party strictly in accordance with the terms of Section 5.4; (f) by either the Purchaser or the Seller or Company for any reason if the Closing has not occurred by the date that is ninety (other than through 90) days following the failure date of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003unless otherwise mutually agreed in writing by the parties, or such later date as the parties may agree upon; (e) At in writing; provided, however, that a party cannot terminate under this provision if the election failure of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice Closing to occur is the result of the failure on the part of such party to perform any of its exercise obligations hereunder (except the failure on the part of such termination rights party to Synquest within five days following receipt of satisfy a closing condition over which such party has no control); provided, however, that such ninety (90)-day period will be tolled for an additional period to the certificates provided extent necessary for in Section 8.10 and Section 8.11either party, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentenceas applicable, then to satisfy the conditions set forth in Sections 8.10 Section 6.1(c) or Section 6.2(c), as applicable (except as set forth in Purchaser’s and 8.11 will be deemed satisfied Parent’s Section 6.2(a) and (c) of their Disclosure Schedule and in circumstances contemplated by Section 6.1(d) or 6.2(d)); or (g) by the Purchaser if the Purchaser’s and Parent’s respective Board of Directors fails to approve this Agreement and the terms of such conditions fulfilledtransactions contemplated herein by January 31, 2017 and the Purchaser’s and Parent’s respective shareholders fail to approve this Agreement and the transactions contemplated herein by June 30, 2017.

Termination Events. This Agreement may, by notice given prior The Term and all rights of ▇▇▇▇▇▇ hereunder or otherwise as an employee of Data Storage will terminate (except as otherwise expressly provided in this Article 7) upon the earliest to or at occur of the Closing, be terminatedfollowing events: (ai) By Synquest on the death of ▇▇▇▇▇▇; (ii) the Disability of ▇▇▇▇▇▇, immediately upon Notice from Data Storage to ▇▇▇▇▇▇. For purposes of this Agreement, the term "Disability" means ▇▇▇▇▇▇’ incapacity due to any physical, psychological or mental illness, condition, impairment, restriction or incapacity such that he is or will be substantially unable to perform the essential functions of his assigned duties hereunder for a period of at least ninety (90) consecutive days or one handhundred twenty (120) days during any twelve-month period; (iii) the termination of ▇▇▇▇▇▇’ employment by Data Storage for Cause, immediately upon Notice from Data Storage to ▇▇▇▇▇▇ or Tilionat such later time as such Notice may specify. For purposes of this Agreement, on the other hand, if a material term "Cause" means: (A) ▇▇▇▇▇▇’ breach of any provision of this Agreement has been committed by the (other party that would have than a Material Adverse Effect on the breaching partybreach described in clauses (B) through (I) of this Section 7(a)(iii)) and such breach, which breach could not reasonably be expected to be cured prior to January 31if curable, 2003; (b) (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of cured within ten (10) days after Notice to ▇▇▇▇▇▇ thereof specifying in reasonable detail the Closing Date or if satisfaction nature of such a condition is breach; (B) ▇▇▇▇▇▇’ willful neglect, refusal or becomes impossible (other than through the failure to perform diligently any lawful direction of Synquest an Officer or to comply with its obligations under this Agreement any written policy of Data Storage and such willful neglect, refusal, failure or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) non-compliance has not been satisfied as of cured within ten (10) days after Notice to ▇▇▇▇▇▇ thereof specifying in reasonable detail the Closing Date or if satisfaction nature of such willful neglect, refusal, failure or non-compliance; (C) ▇▇▇▇▇▇’ conviction of, the indictment for (or its procedural equivalent), or the entering of a condition is guilty plea or becomes impossible plea of no contest with respect to, any felony or any crime involving dishonesty, fraud, embezzlement or moral turpitude; (other than through the failure D) ▇▇▇▇▇▇’ illegal or improper use of Tilion to comply with its obligations under this Agreement controlled substances and/or excessive use of alcohol; (E) ▇▇▇▇▇▇’ commission of an act of theft, dishonesty, fraud or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure embezzlement of any party seeking goods or property of Data Storage or its Affiliates; (F) ▇▇▇▇▇▇’ engaging in and/or having been found liable for or guilty of any discrimination or sexual harassment with respect to terminate this Agreement pursuant employees, clients, investors, suppliers, vendors or other business partners of Data Storage or its Affiliates; (G) the appropriation (or attempted appropriation) of a material business opportunity of Data Storage or its Affiliates, including attempting to this subparagraph secure or securing any personal profit or other personal benefit in connection with any transaction entered into on behalf of Data Storage or its Affiliates; (dH) to comply fully with its obligations under this Agreement) on or before January 31except as previously approved in writing by Data Storage, 2003any actions in any capacity taken in furtherance of, or such later date as on behalf or for the parties may agree upon; benefit of any Person engaged in, any Competitive Activity; or (eI) At the election any violation of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 Sections 9 or Section 8.11, 10 hereof by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.▇▇▇▇▇▇; or

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, Seller if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be been waived or cured prior to January 31, 2003within fifteen (15) days following written notice of such Breach; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII has Section 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Seller, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has Section 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its his obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and TilionSeller; (d) By by either Synquest Buyer or Tilion Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003May 14, or such later date as the parties may agree uponupon in writing; (e) At by Buyer if (i) the election of TilionAcquired Companies' 12-month trailing EBITDA through November 30, 2003, as determined in accordance with Exhibit 9.1(e) hereto is less than Ten Million, Six Hundred Eighty Thousand Dollars ($10,680,000); or (ii) the auditor selected pursuant to Section 6.4 hereof is unable to deliver an unqualified audit opinion with respect to the November 30 Financials; or (f) by Seller if Synquest has the additional One Million Dollars ($1,000,000) referenced in Section 2.3 hereof is not satisfied deposited with the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest Earnest Money Escrow Agent within five days following receipt twenty-four (24) hours of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledexecu▇▇▇▇ ▇▇ this Agreement.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given may be terminated and the transactions contemplated hereby may be abandoned at any time prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach by mutual written consent of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Seller and Buyer; (b) by either Seller or Buyer by giving written notice to the other Party if the Closing shall not have occurred by September 14, 2022 (i) By Synquest as may be extended in accordance with the express provisions of this Agreement, the “Outside Date”), unless extended by written agreement of the Parties; provided, however, that if any all of the conditions in Article VI or VII has not been satisfied as of the to Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the conditions set forth in Section 7.1(a) or Section 7.1(b) are satisfied or are capable of being satisfied at such time, the Outside Date shall automatically be extended to December 16, 2023; provided, further, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose failure of Synquest to comply with its fulfill any obligations under this Agreement or such other agreement relating has been the primary cause of the failure of the Closing to any closing condition) and Synquest has not waived such condition occur on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Outside Date; (c) By mutual consent by either Seller or Buyer by giving written notice to the other Party if such other Party has breached its representations, warranties, covenants, agreements or other obligations hereunder, or if any representation or warranty of Synquest such other Party has become inaccurate, in each case in a manner that (taking all such breaches or inaccuracies into account) would reasonably be expected to cause any condition of such Party giving notice set forth in Sections 7.2(a) or 7.2(b) or Sections 7.3(a) or 7.3(b) as applicable, not to be satisfied and, if of a character capable of being cured, such breach has not been cured within the earlier of (x) three (3) Business Days prior to the Outside Date and Tilion;(y) thirty (30) days after written notification thereof by the Party seeking termination hereunder (a “Terminable Breach”); provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to a Party if such Party is in Terminable Breach at such time. (d) By by either Synquest Seller or Tilion Buyer by giving written notice to the other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Closing has not occurred (other than through the failure consummation of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under of the transactions contemplated by this Agreement) on , and such order, decree, ruling or before January 31, 2003, other action shall not be subject to appeal or such later date as the parties may agree upon;shall have become final and non-appealable; or (e) At the election of Tilion, by Seller if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then (i) all the conditions set forth in Sections 8.10 Section 7.1 and 8.11 will Section 7.3 have been satisfied (and continue to be deemed satisfied and the terms of satisfied) or irrevocably waived (other than any such conditions fulfilledwhich by their terms are not capable of being satisfied until the Closing Date), (ii) Seller delivers to Buyer written notice on or after the date that Closing is required to occur pursuant to this Agreement and Seller is ready, willing and able to proceed with the Closing and (iii) Buyer does not consummate the Closing within three (3) Business Days of when the Closing is required to occur pursuant to Section 2.3; or (f) by Buyer pursuant to Section 6.14(c).

Termination Events. This Agreement may, by notice given prior The Parties’ obligations to or at effect the Closing, Closing may be terminated:terminated (each a “Termination Event”): (a) By Synquest on the one hand, or Tilion, on mutual written consent of each of the other hand, if a material breach of any provision of this Agreement has been committed by Sellers and the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003;Purchaser; or (b) (i) By Synquest if any of the conditions Sellers or the Purchaser if the Closing Date does not occur on or before the date (the “Outside Date”) that is ninety (90) days after the date of this Agreement, extendable by the Purchaser or the Sellers for up to two additional ninety (90) day periods by written notice provided to the other Parties at least three (3) Business Days prior to the Outside Date or as may otherwise be agreed by the Parties in Article VI or VII has writing; provided, however, that the right to terminate this Agreement under this subclause (b) shall not been satisfied as be available to a Party if the failure of the Closing Date to occur on or if satisfaction of such a condition is or becomes impossible (other than through before the Outside Date was primarily due to the failure of Synquest such Party to comply with perform any of its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date;Agreement; or (c) By mutual consent the Purchaser, if at such time the Purchaser is not in material breach of Synquest its obligations under this Agreement, if any of the Sellers has breached any representation or warranty of the Sellers or failed to perform any covenant or agreement of the Sellers contained herein, and Tilion;in each case such breach would cause the condition set forth in Section 7.02(a), Section 7.02(b) or Section 7.02(c), as applicable, not to be satisfied, and such condition is incapable of being satisfied by the Outside Date; or (d) By either Synquest or Tilion the Sellers, if at such time the Closing has Sellers are not occurred (other than through the failure in material breach of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its their obligations under this Agreement, if any of the Purchasers has breached any representation or warranty of the Purchasers or failed to perform any covenant or agreement of the Purchasers contained herein, and in each case such breach would cause the condition set forth in Section 7.01(a), Section 7.01(b) on or before January 31Section 7.01(c), 2003as applicable, or not to be satisfied, and such later date as condition is incapable of being satisfied by the parties may agree upon;Outside Date; or (e) At By either the election of Tilion, Sellers or the Purchaser if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt consummation of the certificates provided for in Section 8.10 and Section 8.11transactions contemplated hereby would violate any non-appealable final Governmental Order, respectively. If Synquest has not received written notice decree or judgment of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledany Governmental Entity having competent jurisdiction.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, if Seller upon (i) a material breach of any provision of this Agreement has been committed failure by the other party that would have Party to perform any of its duties or obligations under this Agreement when and as due which is not cured within thirty (30) calendar days after receipt of written notice thereof from the other Party, or (ii) an inaccuracy in any material respect of any representation, warranty, certification or other statement made by the other Party herein or in any other document contemplated hereby or in any statement or certificate at any time given by a Material Adverse Effect on Party in writing pursuant hereto or thereto or in connection herewith or therewith at the breaching party, which breach could not reasonably be expected time made or deemed to be cured prior to January 31, 2003made; (b) (i) By Synquest by Buyer if satisfaction of any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not previously waived such condition on or before the Closing Date condition; or (ii) by Tilion Seller if satisfaction of any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes become impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not previously waived such condition on or before the Closing Date; (ci) By mutual consent by Buyer if default shall have occurred under the PPA or any Ancillary Document (as defined in the PPA), or (ii) in the event that the PPA or any Ancillary Document (as defined in the PPA) shall fail to be in full force and effect in accordance with its terms for any reason, or (iii) Seller or any other Person shall contest the validity or enforceability of Synquest and Tilionthe PPA or any Ancillary Document (as defined in the PPA) or any provision thereof in writing or deny that it has any further liability thereunder; (d) By either Synquest or Tilion by Buyer if Buyer is, for any reason, in Buyer’s sole discretion, dissatisfied with the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully purchase price as determined in accordance with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;Exhibit 2.10; or (e) At the election of Tilionby Buyer, if Synquest has not satisfied the conditions specified in either under Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled2.3.

Termination Events. This Agreement may, by notice given may be terminated prior to the Closing (whether before or at after the Closing, be terminated:adoption of this Agreement by the Unitholders): (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on mutual written consent of Parent, the breaching partyCompany, which breach could not reasonably be expected to be cured prior to January 31, 2003and the Blocker Parents; (b) by Parent if the Closing has not taken place on or before 11:59 p.m. (iDallas, Texas time) By Synquest if on March 5, 2020 (the “End Date”) and any of the conditions condition set forth in Article VI or VII Section 7 has not been satisfied or waived as of the Closing Date or if satisfaction time of such a condition is or becomes impossible termination (other than through as a result of any failure on the failure part of Synquest Parent to comply with its obligations under or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or such other agreement relating Agreement); provided, however, if, as of the End Date, the only conditions to any closing condition) and Synquest has not waived such condition on or before the Closing Date that have not been satisfied or (ii) by Tilion if any of the conditions in Article VI or VIII waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the provisions of Closing) are Sections 8.10 7.3(a), 7.7 (in connection with a temporary restraining order, preliminary injunction or 8.11) has not been satisfied as of other Order issued solely in connection with the Closing Antitrust Laws in the United States), 8.3 and 8.4 (in connection with a temporary restraining order, preliminary injunction or other Order issued solely in connection with the Antitrust Laws in the United States), then, upon written request by Parent, the End Date or shall automatically be extended until March 19, 2020; provided, further, if satisfaction of such a condition is or becomes impossible (other than through Parent extends the failure of Tilion End Date pursuant to comply with its obligations under the immediately preceding proviso, all references in this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing “End Date” will be the End Date as extended; (c) By mutual consent by the Company if the Closing has not taken place on or before 11:59 p.m. (Dallas, Texas time) on the End Date and any condition set forth in Section 8 has not been satisfied or waived as of Synquest the time of termination (other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); provided, however, if, as of the End Date, the only conditions to the Closing that have not been satisfied or waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing) are Sections 7.3(a), 7.7 (in connection with a temporary restraining order, preliminary injunction or other Order issued solely in connection with the Antitrust Laws in the United States), 8.3 and Tilion8.4 (in connection with a temporary restraining order, preliminary injunction or other Order issued solely in connection with the Antitrust Laws in the United States), then, upon written request by the Company, the End Date shall automatically be extended until March 19, 2020; provided, further, if the Company extends the End Date pursuant to the immediately preceding proviso, all references in this Agreement to the “End Date” will be the End Date as extended; (d) By either Synquest by Parent, the Company, or Tilion any Blocker Parent, if (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order, or shall have taken any other action, having the Closing has effect of permanently restraining, enjoining or otherwise prohibiting the Merger, or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Entity that would make consummation of the Merger illegal; (e) by Parent if (i) any representation or warranty of the Company or a Blocker Parent contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied, (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the conditions set forth in Section 7.2 would not be satisfied, or (iii) any Material Adverse Effect shall have occurred or would reasonably be expected to occur; provided, however, that, in the case of any of the clauses “(other than i)”, “(ii)” or “(iii)”, if an inaccuracy in any of the representations and warranties of the Company or a Blocker Parent, or a breach of a covenant by the Company, or such Material Adverse Effect is curable by the Company or a Blocker Parent, as applicable, through the failure use of any party seeking reasonable efforts within 10 days after Parent notifies the Company or a Blocker Parent, as applicable, in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy, breach or Material Adverse Effect prior to the expiration of the Company Cure Period, provided the Company or a Blocker Parent, as applicable, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 9.1(e) if such inaccuracy, breach or Material Adverse Effect is cured prior to the expiration of the Company Cure Period); provided, however, Parent may not exercise its right to terminate this Agreement pursuant to this subparagraph (dSection 9.1(e) to comply fully with if Parent is in default of any of its obligations under this AgreementAgreement such that the conditions to Closing set forth in Section 8.1 and Section 8.2 would not (in the absence of a waiver) on or before January 31, 2003, or such later date be satisfied as of the parties may agree uponClosing Date; (ef) At by the election Company if (i) any of TilionParent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 8.1 would not be satisfied, or (ii) if Synquest has any of Parent’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not satisfied be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations and warranties or a breach of a covenant by Parent is curable by Parent through the conditions specified use of reasonable efforts within 10 days after the Company notifies Parent in either Section 8.10 or Section 8.11, by providing written notice writing of its exercise the existence of such termination rights to Synquest within five days following receipt of inaccuracy or breach (the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence“Parent Cure Period”), then the Company may not terminate this Agreement under this Section 9.1(f) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 9.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); provided, however, the Company may not exercise its right to terminate this Agreement pursuant to this Section 9.1(f) if the Company is in default of any of its obligations under this Agreement such that the conditions to Closing set forth in Sections 8.10 Section 7.1 and 8.11 will Section 7.2 would not (in the absence of a waiver) be deemed satisfied as of the Closing Date; and (g) by Parent if written consents adopting this Agreement and approving the terms Merger by the Required Unitholder Vote shall not have been duly executed and delivered within two hours after the execution and delivery of such conditions fulfilledthis Agreement.

Termination Events. This Agreement may, by written notice given at or prior to or at the ClosingClosing Date in the manner hereinafter provided, be terminated: (a) A. By Synquest either ISI and InfoCure, on the one hand, or Tilionthe Company and the Shareholders, on the other hand, if a material breach of any provision of this Agreement has been committed Breach shall be made by the other party that would have a Material Adverse Effect on parties hereto with respect to the breaching partydue and timely performance of any of its covenants and agreements contained herein, which or with respect to the material compliance with any of its representations, warranties or covenants, and such breach could cannot reasonably be expected to be cured prior to January 31, 2003the Closing Date and has not been waived; (b) (i) By Synquest ISI and InfoCure, if any all of the conditions set forth in Article VI or VII has Sections 6.1. and 6.2. shall not have been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (, other than through the failure of any party seeking ISI or InfoCure to fully materially comply with its obligations hereunder, and such conditions shall not have been waived by the ISI and InfoCure on or before such date; or (ii) By the Company and the Shareholders if all of the conditions set forth in Sections 6.1. and 6.3. shall not have been satisfied on or before the Closing Date, other than through failure of the Company or the Shareholders to fully materially comply with its obligations hereunder, and such conditions shall not have been waived by the Company on or before such date; C. By the Shareholders if the Average Per Share Closing Price is less than Twenty-Four and No/100 Dollars ($24.00) and the Shareholders have provided notice to ISI and InfoCure of their intention to terminate this Agreement pursuant to this subparagraph provision, unless InfoCure and ISI provide notice to the Shareholders within twenty-four (d24) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election hours of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 Shareholders' notice hereunder of InfoCure's agreement to increase the Exchange Ratio to an amount equal (i) the product of (1) the quotient determined by dividing Twenty-Four and Section 8.11No/100 Dollars ($24.00) by the Average Per Share Closing Price, respectively. If Synquest has not received written notice multiplied by (2) 1,144,000, divided by (ii) ten thousand (10,000) shares; D. By mutual consent of the exercise of such termination rights within the time period specified in the preceding sentenceCompany, then the conditions set forth in Sections 8.10 ISI and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.InfoCure; or

Termination Events. This Agreement may, by written notice ------------------ given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b1) (i) By Synquest by Buyer if any of the conditions in Article VI or VII Section 8.1 has not been ----------- satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii2) by Tilion Sellers, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section ------- 8.2 has not been satisfied as of the Closing Date or if satisfaction of such a --- condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date;; provided, however, that in the -------- ------- event all of the conditions in Section 8.1 and Section 8.2 have been satisfied ----------- ----------- except (A) solely the condition with respect to obtaining any required consents, authorizations or required approvals under the HSR Act as set forth in Section ------- 8.1(c) and Section 8.2(c), respectively, and (B) such failure was not due to any ------ -------------- unreasonable delay by the non-terminating party in making any filings required under the HSR Act, such Closing Date shall be automatically extended to such date that is ten (10) days after the expiration or termination of any applicable waiting period under the HSR Act without action by the FTC or the Antitrust Division to prevent consummation of this Agreement; provided, however, that in -------- ------- no event shall such Closing Date be extended beyond August 1, 1998 unless extended by the mutual agreement of Buyer and Sellers. (c) By by mutual written consent of Synquest Buyer and Tilion;Sellers; or (d) By by either Synquest Buyer or Tilion Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31July 10, 2003, 1998 or such later date as the parties may agree upon; (e) At upon in writing; provided, however, -------- ------- that if the election of Tilion, if Synquest Closing has not satisfied occurred (1) solely because any applicable waiting period under the conditions specified HSR Act shall not have expired or terminated and (2) did not result from any unreasonable delay by the non-terminating party in either Section 8.10 making any filings required under the HSR Act, such date shall be automatically extended such date that is ten (10) days after the expiration or Section 8.11termination of any applicable waiting period under the HSR Act without action by the FTC or the Antitrust Division to prevent consummation of this Agreement; provided, however, -------- ------- that in no event shall such date be extended beyond August 1, 1998 unless extended by providing written notice the mutual agreement of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 Buyer and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSellers.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, this Agreement may be terminatedterminated as follows: (a) By Synquest on mutual written consent of ▇▇▇▇▇▇ and the one hand, or Tilion, on Sellers holding not less than 75% of the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003;Company Units. (b) By Parent or the Sellers holding not less than 75% of the Company Units: (i) By Synquest if If any applicable Law makes consummation of the conditions in Article VI Contemplated Transactions illegal or VII has not been satisfied as otherwise prohibited. (ii) If consummation of the Closing Date Contemplated Transactions would violate any non-appealable final Order of any court or Government Agency having competent jurisdiction; provided that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to a Party if satisfaction of such a condition is or becomes impossible (other than through Order was primarily due to the failure of Synquest such Party to comply with perform any of its obligations under this Agreement or such other agreement relating to any closing conditionAgreement. (iii) and Synquest If the Closing has not waived such condition occurred on or before May 1, 2024, or such later date as the Parties may agree in writing (the “End Date”), unless the terminating Party is in material breach of this Agreement and such material breach causes, or results in, the failure of the Closing Date or to occur by the End Date; provided, that if on May 1, 2024, (iiA) by Tilion if any all of the conditions to the Closing described in Article VI or VIII (VII other than the provisions receipt of Sections 8.10 one or 8.11more Required Regulatory Approvals contemplated in Section 7.1(a) has not and actions that by their nature are to be performed or waived at the Closing have been satisfied as of or (B) Parent has exercised its right to delay the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through as provided in Section 1.14, then the failure of Tilion “End Date” shall automatically be extended to comply with its obligations under this Agreement or such other agreement relating and shall be deemed to any closing condition) and Tilion has not waived such condition on or before the Closing Date;be July 1, 2024. (c) By mutual consent Parent if (i) any of Synquest the representations and Tilion; warranties of the Sellers or the Company contained in this Agreement fail to be true, correct and complete, or any such representation or warranty shall have become untrue, incorrect or incomplete after the Agreement Date, in either case such that the condition set forth in Section 7.2(a) would not be satisfied or (dii) By either Synquest the Sellers or Tilion if the Company have breached or failed to comply with any of their respective covenants or obligations under this Agreement to the extent required to be performed prior to the Closing has not occurred such that the condition set forth in Section 7.2(b) (other than through with respect to covenants to be performed on the Closing Date) would not be satisfied and such failure or breach with respect to any such representation, warranty, covenant or obligation cannot be cured or has not been cured by the earlier of any party seeking 30 days after the giving of written notice to the Company and the Seller Representative of such failure or breach and the End Date; provided, however, that the right to terminate this Agreement pursuant to this subparagraph (dSection 8.1(c) shall not be available to comply fully with Parent if there shall have been an inaccuracy in any representation or warranty made by Parent in this Agreement or Parent shall have failed to perform all of its covenants or obligations required to be performed under this Agreement) on or before January 31Agreement to the extent required to be performed prior to the Closing, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11case, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then that the conditions set forth in Sections 8.10 Section 7.3(a) or Section 7.3(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied. (d) By the Sellers holding not less than 75% of the Company Units if (i) any of the representations and 8.11 will warranties of Parent contained in this Agreement fail to be deemed true, correct and complete, or any such representation or warranty shall have become untrue, incorrect or incomplete after the Agreement Date, in either case such that the condition set forth in Section 7.3(a) would not be satisfied, (ii) Parent has breached or failed to comply with any of its covenants or obligations under this Agreement to the extent required to be performed prior to the Closing such that the condition set forth in Section 7.3(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied and such failure or breach with respect to any such representation, warranty, covenant or obligation cannot be cured or has not been cured by the terms earlier of 30 days after the giving of written notice to Parent of such failure or breach and the End Date or (iii) within five (5) Business Days after the Company delivers a notice to Parent irrevocably certifying that (A) all conditions fulfilledto the Closing set forth in Section 7.1 and Section 7.3 have been satisfied or waived and (B) the Company and the Sellers are ready, willing and able to complete the Closing, Parent fails to complete the Closing on the basis that the Debt Financing or any other financing is not available; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Sellers if there shall have been an inaccuracy in any representation or warranty made by the Sellers or the Company in this Agreement or the Sellers or the Company shall have failed to perform all of their respective covenants or obligations required to be performed under this Agreement to the extent required to be performed prior to the Closing, in either case, such that the conditions set forth in Section 7.2(a) or Section 7.2(b) (other than with respect to covenants to be performed on the Closing Date) would not be satisfied.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by Buyer or Tilion, on the other hand, Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII Section 6 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion;Sellers; or (d) By either Synquest by Buyer or Tilion Sellers if the Closing has not occurred (other than through the failure of any the party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 3116, 20031998, or such later date as the parties may agree upon; (e) At the election . Effect of TilionTermination. Each party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 11.1 and 11.4 will survive; provided, however, that if this Agreement is terminated by a party because of the Breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledunimpaired.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that Buyers, (i) in the event of non-compliance by any Debtor with the requirements set forth in Section 6.1 hereof, except where such non-compliance has not or would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured have a Material Adverse Effect, provided that if any such non-compliance is curable prior to January December 31, 2003 by the Sellers through the use of commercially reasonable efforts, following written notice of such breach from the Buyers for as long as the Sellers shall be using their commercially reasonable best efforts to cure such breach, the Buyers may not terminate this Agreement pursuant to this clause (i), (ii) in the event the Sellers shall fail to make their pre-merger notification filing with the Federal Trade Commission no later three days following entry of the Confirmation Order, (iii) if the Bankruptcy Court shall fail to enter (A) the Sale Order in the form required by Section 6.1 on or before November 30, 2003 or, (B) if the Reorganizing Heber Debtors pursue confirmation of the Plan, the Confirmation Order on or before December 15, 2003, (iv) if there shall have been, since the date hereof, any change, condition, circumstance or occurrence of any event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, (v) if any of the conditions in Sections 7.1 through and including 7.15 are not satisfied by December 31, 2003 (other than through the failure of the Buyers to comply with their obligations under this Agreement) and the Buyers have not waived such condition, or (vi) if the Closing Date does not occur on or prior to December 31, 2003; (b) by the Sellers, (i) By Synquest if any of the conditions in Article VI or VII has not been Section 8.1 through and including 8.9 becomes incapable of being satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible by December 31, 2003 (other than through the failure of Synquest the Sellers to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its their obligations under this Agreement) on or before January 31and the Sellers have not waived such condition, 2003, or such later date as the parties may agree upon;or (eii) At if the election Buyers fail to make the Deposit as required by Section 2.3 of Tilionthis Agreement, if Synquest has not satisfied (a termination pursuant to this clause (b) resulting from a breach by the conditions specified in either Section 8.10 or Section 8.11, Buyers of obligations under this Agreement being referred to as a "Buyer Default Termination"); or (c) by providing written notice of its exercise of such termination rights to Synquest within five days following receipt mutual consent of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied Buyers and the terms of Sellers (which such conditions fulfilledconsent shall be signed by each such party hereto and effective when signed.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given prior to or at may be terminated and the Closing, transactions contemplated herein may be terminatedabandoned: (a) By Synquest on by mutual written consent of the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Parties; (b) after October 14, 2021 (ithe “Outside Date”), by any Party by notice to the other Party if the Closing shall not have been consummated on or prior to 5:00 p.m. Central Time on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 10.1(b) By Synquest if shall not be available to any Party whose failure or whose Affiliate’s failure to perform any of the conditions in Article VI its representations, warranties, covenants or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement has been the primary cause of, or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before otherwise primarily resulted in, the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as failure of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition occur on or before the Closing Dateprior to such date; (c) By mutual consent by any Party, if a final, non-appealable Order enjoining or otherwise prohibiting consummation of Synquest and Tilionthe Purchase has been issued by any Governmental Authority (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) or any Law has been enacted that would make the Purchase illegal; (d) By either Synquest or Tilion by Seller if the Closing has (i) Seller is not occurred (other than through the failure in material breach of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11representations, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentencewarranties, then covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 8.10 and 8.11 will be deemed 7.2(a) or 7.2(b) incapable of being satisfied and (ii) Purchaser is in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the terms conditions set forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by Seller to Purchaser and (y) three (3) Business Days prior to the Outside Date; or (e) by Purchaser if (i) Purchaser is not in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions fulfilledset forth in Sections 7.3(a) or 7.3(b) incapable of being satisfied and (ii) Seller is in material breach of any of its representations, warranties, covenants or other obligations hereunder that renders or would render the conditions set forth in Sections 7.2(a) or 7.2(b) incapable of being satisfied, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, is not cured 249717839 v15 within the earlier of (x) thirty (30) days after the giving of written notice by Purchaser to Seller and (y) three (3) Business Days prior to the Outside Date.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on by either Buyer and Acquisition or Sellers and the one hand, or Tilion, on the other hand, Company if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on and such Breach has not been cured or waived within 10 days of the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003date of notification of such Breach; (b) (i) By Synquest by Buyer and Acquisition if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Sellers and the Company, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Sellers and the Company to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Sellers have not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion; Acquisition and Sellers and the Company; or 38 (d) By by either Synquest Buyer and Acquisition or Tilion Sellers and the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31September 30, 20031998, or such later date as the parties may agree upon; (e) At the election . A party's right of Tiliontermination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledunimpaired.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) By Synquest on by Buyer or Seller (provided that the one hand, terminating party is not then in material Breach of this Agreement) in the event that any representation or Tilion, on warranty contained in this Agreement of the other hand, if a non-terminating party is Breached in any material breach respect and such Breach cannot be or has not been cured within 30 days after the giving of any provision written notice to such terminating party of such inaccuracy and which Breach would provide the terminating party the ability to refuse to consummate the Contemplated Transactions under the applicable standard set forth in Section 7.1 of this Agreement has been committed in the case of any termination by Buyer and Section 8.1 of this Agreement in the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003case of any termination by Seller; (b) by Buyer or Seller (iprovided that the terminating party is not then in material Breach of this Agreement) By Synquest in the event of a material Breach by the non-terminating party of any covenant or agreement contained in this Agreement which cannot be or has not been cured within 30 days after the giving of written notice to the non-terminating party of such breach; (c) by Buyer if any of the conditions condition in Article VI or VII 7 has not been satisfied as of on or before March 31, 2008, or such later date upon which the Closing Date parties may agree, or if satisfaction of any such a condition by such date is or becomes impossible (other than through the failure as a result of Synquest to comply with its obligations under Buyer’s material Breach of this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest Buyer has not waived such condition on or before the Closing Date or such date; (iid) by Tilion Seller if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of on or before March 31, 2008, or such later date upon which the Closing Date parties may agree, or if satisfaction of any such a condition by such date is or becomes impossible (other than through the failure as a result of Tilion to comply with its obligations under Seller’s material Breach of this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion Seller has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upondate; (e) At by mutual consent of Buyer and Seller; or (f) by Seller if it receives a Competing Bid prior to shareholder approval of this Agreement, and Seller’s Board of Directors determines, after consultation with Seller’s legal counsel and financial advisers, that accepting such Competing Offer is necessary in order for the election of Tilion, if Synquest has not satisfied Board to comply with its fiduciary duties to the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledSeller’s shareholders under applicable law.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, this Agreement may be terminatedterminated as follows: (a) By Synquest on the one hand, or Tilion, on the other hand, if a material breach by agreement of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Purchaser and Seller; (b) by either Purchaser or Seller if (i) By Synquest if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has shall not waived such condition have occurred on or before October 31, 2005 (as may be extended as provided below, the Closing Date or “Outside Date”) and (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph Section 7.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Transactions on or before such date, except that if, as of October 31, 2005, all conditions set forth in Section 6.1, Section 6.2 and Section 6.3 of this Agreement have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 6.1(b) and/or Section 6.2(d), then either Purchaser or Seller may extend the Outside Date to January 31, 2006, by providing written notice to the other party on or before October 31, 2005; (c) by either Purchaser or Seller if (i) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the consummation of the Transactions or (ii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions and such order, decree, ruling or injunction shall have become final and non-appealable and the party seeking to terminate this Agreement pursuant to this clause shall have used all reasonable efforts to remove such injunction, order, decree or ruling; (d) by Seller, if Purchaser or Purchaser Guarantor shall have breached or failed to comply fully perform in all material respects any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.3 and (ii) cannot be cured by October 31, 2005 (or, in the case of the condition set out in Section 6.1(b) and/or Section 6.2(d), January 31, 2006) provided that Seller shall have given Purchaser not less than five (5) Business Days written notice stating Seller’s intention to terminate this Agreement pursuant to this Section 7.1(d) and the basis for such termination; (e) by Purchaser, if Seller or Seller Guarantor shall have breached or failed to perform in all material respects any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2 and (ii) cannot be cured by October 31, 2005 (or, in the case of the condition set out in Section 6.1(b) and/or Section 6.2(d), January 31, 2006), provided that Purchaser shall have given Seller not less than five (5) Business Days written notice stating Purchaser’s intention to terminate the Agreement pursuant to this Section 7.1(e) and the basis for such termination; (f) by Purchaser in accordance with its obligations under Exhibit D; or (g) by Seller if the condition precedent in Section 6.2(h) is not satisfied (or waived in accordance with this Agreement) on or before January 31September 30, 2003, 2005 and Seller shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to satisfy such condition precedent on or before such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilleddate.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by either Buyer or Tilion, on the other hand, Seller if a material breach Breach of any provision of this Agreement has been committed prior to Closing by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Seller, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (c) By by mutual consent of Synquest Buyer and Tilion;Seller; or (d) By by either Synquest Buyer or Tilion Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31September 30, 20032002 (the “Target Date”), or such later date as the parties may agree upon; (e) At . If any Governmental Body with jurisdiction over the election enforcement of Tilion, any Competition Laws requests additional information relating to the JV Transactions or the parties and/or if Synquest any waiting period has not satisfied the conditions specified in either Section 8.10 expired or Section 8.11, by providing written notice of its exercise of any clearance or approval under any such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest Competition Law has not received written notice been satisfied or obtained by the Target Date, the Target Date will automatically be extended for such period of time as may be reasonably necessary for the exercise of parties to have complied with the Competition Laws and all such termination rights within requests for information thereunder to the time period specified extent applicable to the JV Transactions, but in no event shall the preceding sentenceTarget Date be extended by this sentence beyond December 31, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled2002.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest by CYLW if (i) there is a material Breach of any covenant or obligation of Exousia, or (ii) CYLW reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible or impractical (other than as a result of any failure on the one hand, part of CYLW to comply with or Tilion, on the other hand, if a material breach of any provision of perform its covenants and obligations under this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement); (b) by Exousia if (i) By Synquest if there is a material Breach of any covenant or obligation of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date CYLW, or (ii) by Tilion if the Exousia reasonably determines that the timely satisfaction of any of the conditions condition set forth in Article VI Section 8 has become impossible or VIII impractical (other than as a result of any failure on the provisions part of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Exousia to comply with its obligations under or perform any covenant or obligation set forth in this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By mutual consent of Synquest and Tilionby CYLW at or after the Scheduled Closing Time if any condition set forth in Section 7 has not been satisfied by the Scheduled Closing Time; (d) By either Synquest by Exousia at or Tilion after the Scheduled Closing Time if any condition set forth in Section 8 has not been satisfied by the Scheduled Closing Time; (e) by CYLW if the Closing has not occurred taken place on or before January 1, 2007 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of CYLW to comply fully with or perform its covenants and obligations under this Agreement); (f) by Exousia if the Closing has not taken place on or before January 311, 2003, or such later date 2007 (other than as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt a result of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice failure on the part of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions Exousia to comply with or perform any covenant or obligation set forth in Sections 8.10 this Agreement); or (g) by the mutual consent of CYLW and 8.11 will be deemed satisfied and the terms of such conditions fulfilledExousia.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) By Synquest on the one hand, by mutual consent of Buyer and Seller; (b) by either Buyer or Tilion, on the other hand, Seller if a material breach of any provision of this Agreement has been committed by Buyer, in the other party that would have a Material Adverse Effect on case of termination by Seller, or by Seller, in the breaching partycase of termination by Buyer, which and such breach could has not reasonably be expected to be been waived or cured prior to January 31, 2003within thirty days (30) of receiving written notice of such material breach; (bc) (i) By Synquest by Buyer if any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible to satisfy on or before March 31, 2015 (the “Outside Date”) (provided, however, that the Parties will use Reasonable Best Efforts to consummate the Contemplated Transactions by December 31, 2014) (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date condition; or (ii) by Tilion Seller, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible to satisfy on or before the Outside Date (other than through the failure of Tilion Seller to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilioncondition; (d) By by either Synquest Buyer or Tilion Seller if any Governmental Body has issued an Order, or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; provided, that the right to terminate this Agreement pursuant to this Section 9.1(d) shall not be available to any Party whose failure to fulfill any of its obligations contained in this Agreement has been the cause of, or resulted in, the issuance of such Order; or (e) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003the Outside Date, or such later date as the parties Parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminatedClosing without either party (except as provided in Section 10.1(e)) incurring any termination fee: (a) By Synquest by VISTA, if VISTA reasonably determines that the timely satisfaction of any condition set forth in Section 8 has become impossible (other than as a result of any failure on the one hand, part of VISTA to comply with or Tilion, on the other hand, if a material breach perform any covenant or obligation of any provision of VISTA set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement); (b) (i) By Synquest by GEOSURE, if any of GEOSURE reasonably determines that the conditions in Article VI or VII has not been satisfied as of the Closing Date or if timely satisfaction of such a any condition is or becomes set forth in Section 9 has become impossible (other than through as a result of any failure on the failure part of Synquest GEOSURE or any of the Partners to comply with its obligations under or perform any covenant or obligation set forth in this Agreement or such in any other agreement relating or instrument delivered to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateVISTA); (c) By mutual consent by VISTA, if the Closing has not taken place on or before March 31, 1999 (other than as a result of Synquest and Tilionany failure on the part of VISTA to comply with or perform any covenant or obligation of VISTA set forth in this Agreement); (d) By either Synquest or Tilion by GEOSURE, if the Closing has not occurred taken place on or before March 31, 1999 (other than through as a result of the failure on the part of GEOSURE or any party seeking of the Partners to terminate comply with or perform any covenant or obligation set forth in this Agreement pursuant or in any other agreement or instrument delivered to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree uponVISTA); (e) At by GEOSURE (at any time prior to Partner approval of this Agreement, the Acquisition and the transactions contemplated hereby) if, pursuant to and in compliance with Section 5.4, GEOSURE and its general partners conclude in good faith that GEOSURE must accept an unsolicited bona fide written proposed Acquisition Transaction which could reasonably be expected to result in a transaction that is more favorable to the Partners than the Acquisition (any such more favorable proposed Acquisition Transaction being referred to in this Agreement as a "Superior Proposal"); provided, however, that if this Agreement is terminated pursuant to this Section 10.1(e), GEOSURE shall pay to VISTA a nonrefundable fee of $500,000 in cash upon GEOSURE's (or its General Partners') election to accept such Superior Proposal. In reaching such conclusion, the general partners of TilionGEOSURE shall consult with outside legal counsel (and other advisors as appropriate); (f) by the mutual consent of VISTA and GEOSURE; or (g) by VISTA, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates as provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled10.3.

Termination Events. This Agreement may, by By notice given prior to or at on the ClosingClosing Date, subject to Section 8.2, this Agreement may be terminatedterminated as follows: (a) By Synquest on by the one handBuyers if a material breach of any provision of this Agreement has been committed by any of the Sellers, which breach would give rise, or Tilioncould reasonably be expected to give rise, on to a failure of a condition set forth in Section 6.2, and such breach has not been (i) cured by the other hand, Sellers within thirty (30) days of the date of notice of such breach (but only if such breach is susceptible to cure) or (ii) waived by the Buyers; (b) by the Sellers if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching partyBuyers, which breach would give rise, or could not reasonably be expected to be give rise, to a failure of a condition set forth in Section 6.3, and such breach has not been (i) cured prior by the Buyers within thirty (30) days of the date of notice of such breach (but only if such breach is susceptible to January 31, 2003cure) or (ii) waived by the Sellers; (bc) (i) By Synquest by Buyers if any of the conditions condition in Article VI or VII Section 6.2 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition by the Outside Date is or becomes impossible (other than through the failure of Synquest the Buyers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest has the Buyers have not waived such condition on or before the Closing Date or such date; (iid) by Tilion the Sellers if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 6.3 has not been satisfied as of the Closing Outside Date or if satisfaction of such a condition by the Outside Date is or becomes impossible (other than through the failure of Tilion the Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion has the Sellers have not waived such condition on or before the Closing Datesuch date; (ce) By by mutual written consent of Synquest the Buyers and Tilionthe Sellers; (df) By either Synquest by the Sellers or Tilion the Buyers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003the Outside Date, or such later date as the parties Parties may agree upon;, unless the terminating Party is in material breach of this Agreement; or (eg) At by the election of TilionSellers or the Buyers, if Synquest has not satisfied the conditions specified in either Section 8.10 any permanent injunction or Section 8.11Action by any Governmental Authority of competent jurisdiction enjoining, by providing written notice denying approval of its exercise of such termination rights to Synquest within five days following receipt or otherwise prohibiting consummation of the certificates provided for in Section 8.10 Contemplated Transactions shall become final and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfillednonappealable.

Termination Events. This Agreement may, by notice given prior to or at the Closing, may be terminated: (a) By Synquest on by the one hand, or Tilion, on Buyers if the other hand, if Buyers are not then in material breach of any provision of this Agreement and a material breach of any provision of this Agreement has been committed by Seller or the other party that would have a Material Adverse Effect on Company and such breach has not been either (i) waived in writing, or (ii) cured within ten (10) days after notice of such breach is delivered by the breaching party, which breach could not reasonably be expected Buyers to be cured prior to January 31, 2003the Seller or the Company in accordance with Section 13.02; (b) by Seller if neither Seller nor the Company is then in material breach of any provision of this Agreement and a material breach of any provision of this Agreement has been committed by any Buyer and such breach has not been either (i) By Synquest waived in writing, or (ii) if capable of being cured, cured within ten (10) days after notice of such breach is delivered by the Seller to the Buyers; (c) by the Buyer if any of the conditions precedent set forth in Article VI or VII has Section 9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of the Closing Date March 25, 2024 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest the Buyers to comply with its their obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest has the Buyers have not waived such condition on or before the Closing Date or such date; (iid) by Tilion Seller if any of the conditions precedent set forth in Article VI or VIII Section 9.02 (other than conditions that by their terms are to be satisfied at the provisions of Sections 8.10 or 8.11Closing) has have not been satisfied as of the Closing Date March 25, 2024 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller or the Company to comply with its their respective obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion has Seller or the Company (as appropriate) have not waived such condition on or before the Closing Date; (c) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upondate; (e) At by the election Buyer if, since the date of Tilionthis Agreement there has been, if Synquest or there has not satisfied the conditions specified in either Section 8.10 or Section 8.11occurred any event which would be reasonably likely to result in, any Material Adverse Effect; (f) by providing mutual written notice of its exercise of such termination rights to Synquest within five days following receipt agreement of the certificates provided for in Section 8.10 Buyers, on the one hand, and Section 8.11Seller, respectively. If Synquest has not received written notice of on the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledother hand.

Termination Events. This Agreement may, by notice given may be terminated prior to or at the Closing, be terminated: (a) By Synquest by the Purchaser and the Company if (i) there is a material Breach of any covenant or obligation of the Seller and such Breach shall not have been cured within thirty (30) days after the delivery of notice thereof to the Seller, or (ii) the Purchaser and the Company reasonably determine that the satisfaction of any condition set forth in Section 6 prior to September 30, 2008 has become impossible (other than as a result of any failure on the one hand, part of the Purchaser or Tilion, on the other hand, if a material breach of any provision of Company to comply with or perform their covenants and obligations set forth in this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Agreement); (b) by the Seller if (i) By Synquest if there is a material Breach of any covenant or obligation of the conditions in Article VI Purchaser or VII has the Company and such Breach shall not have been satisfied as cured within thirty (30) days after the delivery of notice thereof to the Closing Date Purchaser and the Company, or if (ii) the Seller reasonably determines that the satisfaction of such a any condition is or becomes set forth in Section 7 prior to September 30, 2008 has become impossible (other than through as a result of any failure on the failure part of Synquest the Seller to comply with its obligations under or perform any covenant or obligation set forth in this Agreement or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before the Closing Date or (ii) by Tilion if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) and Tilion has not waived such condition on or before the Closing DateAgreement); (c) By mutual consent by the Purchaser and the Company if the Closing has not taken place on or before September 30, 2008 (other than as a result of Synquest any failure on the part of the Purchaser or the Company to comply with or perform their covenants and Tilionobligations under this Agreement); (d) By either Synquest or Tilion by the Seller if the Closing has not occurred taken place on or before September 30, 2008 (other than through the failure as a result of any party seeking to terminate this Agreement pursuant to this subparagraph (d) failure on the part of the Seller to comply fully with or perform any of its covenants or obligations under set forth in this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;); or (e) At by the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing mutual written notice of its exercise of such termination rights to Synquest within five days following receipt consent of the certificates provided for in Section 8.10 and Section 8.11Purchaser, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied Company and the terms of such conditions fulfilledSeller.

Termination Events. This Agreement may, by notice given prior to or at the ClosingClosing (except for Subparagraph (c) below), be terminated: (ai) By Synquest on the one hand, or Tilion, on the other handby Buyer, if a material breach Breach of any provision of this Agreement has been committed by Seller and Seller has not cured such Breach within thirty (30) days after receipt of such notice but in no event later than the other Closing, and (ii) by Seller if a material Breach of any provision of this Agreement has been committed by Buyer and Buyer has not cured such Breach within thirty (30) days after receipt of such notice but in no event later than the Closing, provided that the non- Breaching party that would have a Material Adverse Effect on the breaching party, which breach could has not reasonably be expected to be cured prior to January 31, 2003waived such Breach; (b) (i) By Synquest by Buyer if any of the conditions in Article VI or VII has SECTION 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the Closing Date Date; or (ii) by Tilion Seller if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) has SECTION 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion Seller to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Seller has not waived such condition on or before the Closing Date; (c) By mutual consent by Buyer, on or before September 17, 1999, if the Board of Synquest Directors of Buyer's General Partner, Maverick Tube Corporation, a Delaware corporation, shall have failed to approve this Agreement and Tilion;the consummation of the Contemplated Transactions for any reason or no reason, including, without limitation, the availability of financing with respect to the Contemplated Transactions in such amount and on such terms as shall be satisfactory to such Board of Directors in its sole and absolute discretion. (d) By either Synquest by mutual written consent of Buyer and Seller; and/or (e) by Buyer or Tilion Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31February 28, 20032000, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may, by notice given may be terminated and the Acquisition may be abandoned prior to or at the Closing, be terminated: (a) By Synquest on by mutual written consent of the one hand, or Tilion, on the other hand, if a material breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could not reasonably be expected to be cured prior to January 31, 2003Parties hereto; (b) by Buyer or MTC, by written notice to the other if: (i) By Synquest if the Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to perform or comply with any of the conditions in Article VI or VII has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest to comply with its obligations under this Agreement shall have been the cause of, or such other agreement relating to any closing condition) and Synquest has not waived such condition on or before shall have resulted in, the failure of the Closing Date or to occur by such date; or (ii) by Tilion if any of Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the conditions Acquisition or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in Article VI each case, permanently enjoining, restraining or VIII (other than prohibiting the provisions of Sections 8.10 or 8.11) has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Acquisition, which shall have become final and Tilion has not waived such condition on or before the Closing Date;nonappealable. (c) By mutual consent of Synquest and Tilion;by Buyer: (di) By either Synquest or Tilion if the Closing has not occurred (other than through the failure condition set forth in Section 7.1 shall have become incapable of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003, or such later date as the parties may agree upon;fulfillment; or (eii) At the election if all of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed Article VII shall have been satisfied and Sellers shall not have made all of the terms deliveries required by Section 8.3 on or before ten (10) days following the date designated for Closing pursuant to Section 8.1; or (d) by Sellers: (i) if the condition set forth in Section 7.2 shall have become incapable of such fulfillment; or (ii) if all of the conditions fulfilledset forth in Article VII shall have been satisfied and (i) the Buyer shall not have made all of the deliveries required by Sections 8.2 on or before ten (10) days following the date designated for Closing pursuant to Section 8.1.

Termination Events. This Agreement may, by By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminatedterminated by the party or parties referenced below as follows: (a) By Synquest on the one hand, or Tilion, on the other handby Buyer, if a material breach Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could Company or Seller and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived by Buyer; (b) (i) By Synquest by Buyer, if its due diligence investigation indicates that any of the information provided for in the Agreement or by Seller or Company is inaccurate, incomplete or untrue in any way, or if such due diligence investigation reveals any facts, circumstances, liabilities or conditions that, in Buyer’s discretion, may adversely affect the value or prospects of the Seller Shares or Company or that may expose Company to any liability not heretofore fully disclosed to Buyer; or (c) by Seller’s holding a majority of the Sellers Shares, if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Sellers’ Agent or Company; (d) by Buyer, if any condition in Article VI or VII 7 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Synquest Buyer has not waived such condition on or before the Closing Date or such date; (iie) by Tilion Seller’s holding a majority of the Sellers Shares, if any of the conditions condition in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) 8 has not been satisfied as of the date specified for Closing Date in the first sentence of Section 2.2 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Tilion Company or Sellers to comply with its their obligations under this Agreement or such other agreement relating to any closing condition) Agreement), and Tilion has Company and Sellers have not waived such condition on or before the Closing Datesuch date; (cf) By by mutual consent of Synquest Buyer, the majority of Sellers Shares, and TilionCompany; (dg) By either Synquest or Tilion by Buyer, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003ninety (90) days after the date hereof, or such later date as upon which the parties may agree upon;agree, unless the Buyer is in material Breach of this Agreement; or (eh) At by the election Seller’s holding a majority of TilionSeller Shares, if Synquest the Closing has not satisfied occurred on or before ninety (90) days after the conditions specified date hereof, or such later date upon which the parties may agree, unless any Seller or the Company is in either Section 8.10 or Section 8.11, by providing written notice material Breach of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilledthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Closingwritten notice, be terminated: (a) By Synquest on at or prior to the one hand, First Closing by either Buyer or Tilion, on the other hand, Company if a material breach Material Breach of any provision of this Agreement has been committed by the other party that would have a Material Adverse Effect on the breaching party, which breach could and such Breach has not reasonably be expected to be cured prior to January 31, 2003been waived; (b) at or prior to the First Closing: (i) By Synquest Buyer if any of the conditions in Article VI or VII Section 7 has not been satisfied as of the First Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Synquest Buyer to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Synquest Buyer has not waived such condition on or before the First Closing Date or Date; or (ii) by Tilion By the Company, if any of the conditions in Article VI or VIII (other than the provisions of Sections 8.10 or 8.11) Section 8 has not been satisfied as of the First Closing Date or if satisfaction of such a 37 47 condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the First Closing Date; (c) at or prior to the Second Closing; (i) By Buyer if any of the conditions in Section 9 has not been satisfied as of the Second Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Tilion the Company to comply with its obligations under this Agreement or such other agreement relating to any closing conditionAgreement) and Tilion Buyer has not waived such condition on or before the Second Closing Date; (cii) By mutual consent the Company if any of Synquest the conditions in Section 9 has not been satisfied as of the Second Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and Tilionthe Company has not waived such condition on or before the Second Closing Date; (d) By by mutual consent of Buyer and the Company; or (e) at any time after the Termination Date by either Synquest Buyer or Tilion the Company if the either Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before January 31, 2003the Termination Date, or such later date as the parties may agree upon; (e) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by providing written notice of its exercise of such termination rights to Synquest within five days following receipt of the certificates provided for in Section 8.10 and Section 8.11, respectively. If Synquest has not received written notice of the exercise of such termination rights within the time period specified in the preceding sentence, then the conditions set forth in Sections 8.10 and 8.11 will be deemed satisfied and the terms of such conditions fulfilled.