Common use of Termination Events Clause in Contracts

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual consent of the Short-Term Line of Credit Agreement Purchaser and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderConvaTec; (iib) by the Closing shall Purchaser (so long as the Purchaser is not have occurred on then in material breach of any of its representations, warranties or before December 31covenants contained in this Agreement) if there has been a breach of any of the Sellers’ representations, 2005warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured within 15 days after written notice of the breach has been delivered to the Sellers from the Purchaser; (c) by ConvaTec (so long as the Sellers are not then in material breach of any of their 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 which breach has not been cured within 15 days after written notice of the breach has been delivered to the Purchaser from ConvaTec; (d) by either the Purchaser or ConvaTec 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 pursuant to under this Section 6.1(a)(ii7.1(d) will not be available to any party whose failure to perform or observe fulfill any of its obligations material covenant under this Agreement or any Transaction Agreement has been the cause of, of or resulted in, in the action or event described in this Section 7.1(d) occurring; (e) by the Purchaser if the Closing has not occurred (other than through the failure of the Closing Purchaser to occur comply fully with its obligations under this Agreement) on or before such dateSeptember 30, 2012; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent ConvaTec if the Closing has not occurred (other than through the failure of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements Sellers to comply fully with their obligations under this Agreement (provided that any representationAgreement) on or before September 30, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach2012.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Sellers and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderBuyers; (iib) by either Sellers or Buyers by giving written notice to the other Party if the Closing shall not have occurred by October 31, 2014 (the “Outside Date”), unless extended by written agreement of Sellers and Buyers; provided, that the Outside Date shall be automatically extended on or before a day-for-day basis (but in no event beyond December 31, 20052014), to the extent that the sole reason that the Closing shall not have occurred is a failure of either or both of the conditions set forth in Section 7.1(b) and Section 7.1(c) (or Section 7.1(a), to the extent related thereto) to have been satisfied by the Outside Date, and; provided further, that a Party shall not be permitted to terminate pursuant to this subsection (b) if such Party is in default or breach hereunder; (c) by either Sellers or Buyers by giving written notice to the other Party if such other Party has breached its covenants, agreements or other obligations hereunder in a manner that would reasonably be expected to cause any condition of such Party giving notice set forth in ARTICLE VII not to be satisfied and, except in the case of a breach of Buyers’ obligation to effect the Closing and pay the Purchase Price in accordance with the terms of ARTICLE II, such breach has not been cured within thirty (30) days after written notification thereof by the Party seeking termination hereunder; (d) by either Sellers or Buyers 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 consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be subject to appeal or shall have become final and unappealable; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iisubsection (d) will shall not be available to any party Party whose failure default or breach hereunder has resulted in such order, decree, ruling or other Action; (e) by the Sellers if (i) all the conditions set forth in Section 7.1 and Section 7.3 and have been satisfied (and continue to perform be satisfied) or observe irrevocably waived (other than any such conditions which by their terms are not capable of its obligations under this Agreement or any Transaction Agreement has been being satisfied until the cause of, or resulted in, Closing Date) and (ii) the failure Buyers do not consummate the transactions contemplated hereby within three (3) Business Days of the day the Closing is required to occur on or before such datepursuant to Section 2.5; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants either Sellers or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject Buyers pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 6.18(d).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by Parent, if the Closing Effective Time shall not have occurred on or before December 31by July 1, 20052001 (the "Termination Date"); provided, however, that if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) are the conditions specified in Sections 5.3 and 5.8, or either of them, Parent may extend the Termination Date for successive thirty (30) day periods by providing to the Company written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior extension period expires, as the case may be, provided that the Termination Date may not be extended by the Parent pursuant to this proviso beyond July 2, 2001 (the "Final Termination Date"); provided further, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii7.1(b) will shall not be available to any party whose Parent if the Parent's failure to perform or observe fulfill any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing Effective Time to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoFinal Termination Date; (c) by the JDH EntitiesCompany, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will Effective Time shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders have occurred by the JDH EntitiesTermination Date; provided, however, that no cure if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) is the condition specified in Sections 6.3, the Company may extend the Termination Date for successive thirty (30) day periods by providing to Parent written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior day extension period will be permitted for any such breach expires, as the case may be, provided that by its nature canthe Termination Date may not be cured extended by the Company pursuant to this proviso beyond the Final Termination Date; provided further, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to the Company if the Company's failure to fulfill any of its obligations under this Agreement has been the cause of, or as a result resulted in, the failure of such breach; orthe Effective Time to occur on or before the Final Termination Date; (d) by Parent or the StockholdersCompany, if either a Governmental Entity shall have issued an order, decree or injunction or taken any other action (in each case, which the terminating party has used reasonable best efforts to resist, resolve or lift, as applicable) having the effect of making the transactions contemplated hereby illegal or permanently prohibiting the consummation thereof, and such order, decree or injunction shall have become final and nonappealable (but only if such party shall have used all reasonable best efforts to cause such order, decree or injunction to be lifted or vacated) or as a whole is reasonably expected to have a Material Adverse Effect on the business, condition, assets, liabilities, operations or financial performance of Parent or the Surviving Corporation following the consummation of the JDH Entities materially breaches any Merger; (e) by Parent, if the Board of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement Directors of the JDH Entities contained herein Company or any authorized committee of the Board of Directors of the Company, whether or not permitted pursuant to the terms hereof, (v) shall continue to treat as a Superior Proposal any proposal that is subject to conditional upon the completion of a materiality or similar qualification will due diligence review and/or financing which conditions have not be so qualified for purposes of determining the existence of any breach thereof on the part been satisfied within thirty (30) calendar days of the JDH Entities) anddate that the Board of Directors of the Company first determines in good faith that, in the case of the Company, furnishing information to the third party, participating in discussions or negotiations with respect to any breach the Superior Proposal or withdrawing or modifying its recommendation or recommending a Takeover Proposal, as applicable, is required for the Board of a covenant contained hereinDirectors of the Company to comply with its fiduciary duties to the Company and its Shareholders under applicable law, such breach is not cured (w) shall fail to reaffirm its approval or recommendation of this Agreement and the Merger within ten (10) 15 days after written notice a request by Parent, (x) shall withdraw or modify in any manner adverse to Parent its approval or recommendation of this Agreement and the JDH Entities Merger, (y) shall approve or recommend any Takeover Proposal or Acquisition Transaction involving the Company or (z) shall resolve to take any of the actions specified in clause (v) (w), (x) or (y) above; (f) by either Parent or the Company, if the required approval and adoption of this Agreement and the Merger by the StockholdersShareholders of the Company shall not have been obtained at a duly held Shareholders meeting called for the purpose of obtaining such approval, including any adjournments or postponements thereof; and (g) by the Company, in accordance with Section 4.6(b); provided, however, that no cure period will in order for the termination of this Agreement pursuant to this Section (g) to be permitted for any such breach that by its nature cannot be cured or as a result deemed effective, the Company shall have complied with all provisions contained in Sections 4.6(a), (b), (c) and (d), including the notice provisions therein, and with applicable requirements of such breachSection 7.3, including the payment of the Company Termination Fee.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2parties by law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated herein may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsEffective Time: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of NBC and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderXenon 2; (iib) by either NBC or Xenon 2 by written notice to the Closing shall other parties if the transactions contemplated by this Agreement have not have occurred on or before been consummated by December 31, 2005; provided1999, howeverunless extended by written agreement of the parties hereto, PROVIDED that the party terminating this Agreement shall not be in material default or breach hereunder and PROVIDED, FURTHER, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iiclause (b) will shall not be available to any party whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of to consummate the Closing to occur transactions contemplated by this Agreement on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by either NBC or Xenon 2 if (i) any Governmental Authority, the JDH Entities, if any consent or approval of which is required for the consummation of the Stockholders materially breaches transactions contemplated hereby, shall have determined not to grant its consent or approval and all appeals of such determination shall have been taken and have been unsuccessful or (ii) any court of its representationscompetent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, warrantiesorder, covenants judgment or other agreements decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, PROVIDED that the party seeking to terminate this Agreement under this clause (c) is not then in material breach of this Agreement and PROVIDED, FURTHER, that the right to terminate this Agreement under this clause (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will c) shall not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect available to any breach of a covenant contained herein, such breach is party who shall not cured within ten (10) days after written notice have used reasonable commercial efforts to avoid the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result issuance of such breach; or (d) by the Stockholdersorder, if either of the JDH Entities materially breaches any of its representations, warranties, covenants decree or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.ruling;

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by either the Stockholders, on Buyer or the one hand, or Selling Parties if a material Breach of any provision of this Agreement has been committed by any other Party and such Breach has not been waived; (b) by the JDH EntitiesBuyer if any of the conditions in Section 6.1 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Outside Date; (c) by the Selling Parties, if any of the conditions in Section 6.2 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Selling Party to comply with its obligations under this Agreement) and the Selling Parties have not waived such condition on or before the Outside Date; (d) by the Buyer, if the FTC, Antitrust Division or any other handGovernmental Authority requires the submission of additional information or documentary material (second request), if:pursuant to the provisions of the XXX Xxx (xxxxxxxxx 00 X.X.X. §00X(x)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at any the time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to which conditions could be satisfied if the borrower thereunder upon Closing had occurred at the time of such borrower's satisfaction of all applicable terms and conditions thereunder; termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Closing shall not Selling Parties have occurred on or before December 31irrevocably certified in writing that they are ready, 2005; providedwilling and able to consummate the Closing, however, that and (iii) the right Buyer fails to terminate this Agreement pursuant consummate the Contemplated Transactions within two (2) Business Days following receipt of written notice from the Selling Parties as to this Section 6.1(a)(ii) will not be available the satisfaction of such conditions and the Selling Parties’ willingness to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been consummate the cause of, or resulted in, the failure of the Closing to occur on or before such dateClosing; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent of the parties hereto; (c) by Buyer and the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSelling Parties.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Originator shall fail (i) at (A) during a Level One Enhancement Period, to make any time following execution payment or deposit required hereunder when due and delivery of the Short-Term Line of Credit Agreement such failure shall continue for two (2) Business Days, and prior (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to Closing, funding thereunder is not available to the borrower thereunder upon make any payment or deposit required hereunder when due and such borrower's satisfaction of all applicable terms and conditions thereunder; failure shall continue for one (1) Business Day or (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of its obligations under this Agreement paragraph (a) and Section 5.1(b) through (f) or any other Transaction Agreement has been the cause of, Document to which it is a party and such failure shall continue for five (5) consecutive Business Days or resulted a “Servicer Default” shall occur under (and as such term is defined in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time;either(19) Servicing Agreement. (b) Any representation, warranty, certification or statement made by mutual written consent of the parties hereto; Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (ci) by the JDH Entities, if with respect to any of the Stockholders materially breaches any of its representations, warranties, covenants certifications or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to statements which contain a materiality qualifier, incorrect in any respect when made or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholdersdeemed made and (ii) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants certifications or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to statements which do not contain a materiality qualifier, incorrect in any material respect when made or similar qualification will not be so qualified for purposes deemed made. (i) Failure of determining Originator to pay any Indebtedness when due in excess of $25,000,000 and such failure shall continue after any applicable grace period; or (ii) the existence default by Originator in the performance of any breach thereof on term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the part effect of which is to cause, or to permit the JDH Entities) and, with respect holder or holders of such Indebtedness to any breach of a covenant contained hereincause, such breach Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is not cured within ten no longer continuing; or (10iii) days after written notice any such Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the JDH Entities date of maturity thereof; or (iv) any Indenture Event of Default shall occur. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by the Stockholders; providedor against Originator seeking to adjudicate it bankrupt or insolvent, howeveror seeking liquidation, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.winding up, reorganization,

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Alpha and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderParent; (iib) by either Alpha or Parent by giving written notice to the other Party if the Closing shall not have occurred on by April 30, 2014 (the “Outside Date”), unless extended by written agreement of Alpha and Parent; provided that a Party shall not be permitted to terminate pursuant to this subsection (b) if such Party (including, in the case of Parent, Rice Drilling) is in default or before December 31, 2005breach hereunder; and provided, howeverfurther, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iisubsection (b) will shall not be available to any party Party (including, in the case of Parent, Rice Drilling) whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by either Alpha or Parent, by giving written notice to the JDH Entitiesother Party if such other Party (including, if any in the case of the Stockholders materially breaches any of Parent, Rice Drilling) has breached its representations, warranties, covenants covenants, agreements or other agreements under this Agreement (provided obligations hereunder in a manner that would reasonably be expected to result in a failure of any representation, warranty, covenant or agreement condition to effect the Closing set forth in Article VI of the Stockholders contained herein that is subject Party giving notice pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholdersthis Section 8.1(c) and, with respect to any except in the case of a breach of a covenant contained hereinRice Drilling’s and Parent’s obligations to effect the Closing and issue the Alpha Shares in accordance with the terms of Article II, such breach is (i) cannot be cured by the Outside Date, or (ii) if capable of being cured by the Outside Date, shall not have been cured within ten thirty (1030) days after following delivery of written notice to the Stockholders notification of such breach by the JDH EntitiesParty seeking termination pursuant to this Section 8.1(c); provided, however, that no cure period will be permitted for in each case, the Party seeking termination pursuant to this Section 8.1(c) is not then in breach of any representation, warranty, agreement or covenant contained in this Agreement such breach that by its nature cana condition set forth in Article VI would not be cured or as a result of such breachsatisfied; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants Alpha or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Parent by giving written notice to the JDH Entities 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 consummation of any of the transactions contemplated by the Stockholders; providedthis Agreement, howeverand such order, that no cure period will be permitted for any such breach that by its nature candecree, ruling or other action shall not be cured subject to appeal or as a result shall have become final and unappealable; provided that the right to terminate this Agreement under this subsection (d) shall not be available to any Party (including, in the case of Parent, Rice Drilling) whose breach of this Agreement has resulted in such breachorder, decree, ruling or other Action.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by either the Stockholders, on Buyer Parent or the one hand, or by the JDH Entities, on the other hand, if: Seller if (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall has not have occurred (other than through the failure of any Party seeking to terminate this Agreement to comply in all material respects with its obligations under this Agreement) on or before December 31the date that is 75 days after the date of this Agreement, 2005or such later date as the Parties may agree upon (the “Outside Date”); provided, however, that if the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of sole reason that the Closing to occur has not occurred is that the condition set forth on Section 3.5(a) has not been fulfilled on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Timedate that is 75 days after the date of this Agreement, such date shall automatically be extended to the date that is 90 days after the date of this Agreement, which date shall be the “Outside Date” for all purposes of this Article XI, or (ii) any condition set forth in Section 3.5 is incapable of being satisfied prior to the Outside Date; (b) by mutual written consent of the parties hereto; Buyer Parent (c) by but only so long as the JDH Entities, if any of the Stockholders materially breaches any Buyer is not in material breach of its representations, warranties, covenants or other agreements obligations under this Agreement (provided that Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Seller or the Seller Stockholders contained herein such that is subject to a materiality one or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part more of the Stockholders) and, with respect conditions to any breach Closing set forth in Section 3.3 and Section 3.5 are not capable of a covenant contained herein, such breach is not cured within ten (10) days after written notice to being fulfilled as of the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orOutside Date; (dc) by the Stockholders, if either Seller Representative (but only so long as the Seller and the Seller Stockholders are not in material breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements their respective obligations under this Agreement (provided that Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the JDH Entities contained herein Buyer such that is subject to a materiality one or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part more of the JDH Entitiesconditions to Closing set forth in Section 3.4 and Section 3.5 are not capable of being fulfilled as of the Outside Date; or (d) and, with respect to any breach by mutual consent of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by Buyer Parent and the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given the Transactions may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Sellers and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderPurchaser; (iib) by Purchaser, if it determines, using its sole and absolute discretion, that at the Closing it will be unable to obtain all right, title and interest in and to any of the Intellectual Property or the Software necessary for its operation of the Business and the Assets, free and clear of any Encumbrances; (c) by Purchaser, if the Sale Order has not been entered within 40 days after the date hereof; (d) by Purchaser, if the Closing shall not have occurred on or before December 31, 2005; provided, however, that within (i) 45 days after the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause ofdate hereof, or resulted in(ii) 60 days after the date hereof, if the failure of the Closing to occur on by such date shall have been caused by a stay issued by the Bankruptcy Court upon motion of a creditor or before other party in interest (other than Sellers) relating to the Transaction or the bidding process, provided, in the case of clauses (i) and (ii) hereof, that the failure of the Closing to occur by such dateapplicable date shall not have been caused by, or result from, a breach of this Agreement by Purchaser; (e) by Purchaser, in the event of any material breach by Sellers of any of Sellers' agreements, representations or warranties contained herein and the failure of Sellers to cure such breach within five (5) business days after receipt of written notice from Purchaser requesting such breach to be cured; (f) by Sellers, in the event of any material breach by Purchaser of any of Purchaser's agreements, representations or warranties contained herein and the failure of Purchaser to cure such breach within five (5) business days after receipt of notice from Sellers requesting such breach to be cured; or (iiig) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entitiesautomatically, if any of the Stockholders materially breaches any of its representations, warranties, covenants or Bankruptcy Court deems a Person other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of than Purchaser as the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSuccessful Bidder.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Effective Time (whether before or after adoption of this Agreement by the Merger in the manner hereinafter provided, as follows:Required Company Stockholder Approval): (a) by the Stockholders, on the one hand, or mutual written consent duly authorized by the JDH Entities, on boards of directors of Parent and the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by either Parent or the Closing Company if the Merger shall not have occurred on or before been consummated by December 31, 20052008; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(b) will shall not be available to any party whose action or failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement act has been the a principal cause of, or resulted in, of the failure of the Closing Merger to occur on or before such date; or (iii) the Incapacity date and such action or failure to act constitutes a breach of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretothis Agreement; (c) by either Parent or the JDH EntitiesCompany if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or execution of the Creditor Plan; and (d) (i) by Parent, if any (A) there shall have been a breach by the Company of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided that any representationAgreement, warranty, covenant which breach would result in the failure to satisfy one or agreement more of the Stockholders contained herein that is subject to a materiality conditions set forth in Section 7.1 or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders7.2, and (B) and, with respect to any breach of a covenant contained herein, such breach is shall be incapable of being cured or, if capable of being cured, shall not have been cured within ten five (105) business days after written notice thereof shall have been given to the Stockholders by the JDH Entities; providedCompany, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (dii) by the StockholdersCompany, if either (A) there shall have been a breach by Parent or Merger Sub of the JDH Entities materially breaches any of its their representations, warranties, covenants or other agreements under contained in this Agreement (provided that any representationAgreement, warranty, covenant which breach would result in the failure to satisfy one or agreement more of the JDH Entities contained herein that is subject to a materiality conditions set forth in Section 8.1 or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities8.2, and (y) and, with respect to any breach of a covenant contained herein, such breach is shall be incapable of being cured or, if capable of being cured, shall not have been cured within ten five (105) business days after written notice thereof shall have been given to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachParent.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the Transactions may be abandoned prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by mutual written consent of the Stockholdersparties hereto; (b) by Buyer or Seller, on the one hand, or by the JDH Entities, on written notice to the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred been consummated on or before December 315:00 p.m., 2005Chicago time on the Termination Date, unless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(b) will shall not be available to any party Party whose failure to perform or observe comply with any of its obligations under this Agreement or any Transaction Agreement has shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or before by such date; or (iiiii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Incapacity of JQH occurs at Transactions or making them illegal, (B) any time prior to injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Effective Time; (b) by mutual written consent of the parties hereto;Transactions, which shall have become final and nonappealable. (c) by the JDH Entities, Buyer: (i) if any of the Stockholders materially breaches any conditions set forth in Sections 7.1 shall have become incapable of its representations, warranties, covenants or other agreements under this Agreement fulfillment; (provided that any representation, warranty, covenant or agreement ii) if all of the Stockholders contained herein that is subject to a materiality or similar qualification will conditions set forth in Article VII shall have been satisfied and the Seller shall not be so qualified for purposes of determining the existence of any breach thereof on the part have made all of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within deliveries required by Sections 9.3 or 9.4 on or before ten (10) days after written notice following the date designated for Closing pursuant to Section 9.1; or (iii) if the Supplemental Information disclosed by Seller pursuant to Section 6.12 demonstrates that a Material Adverse Effect has occurred and is not capable of being cured prior to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orTermination Date. (d) by the Stockholders, Seller: (i) if either any of the JDH Entities materially breaches any conditions set forth in Section 7.2 shall have become incapable of its representations, warranties, covenants or other agreements under this Agreement fulfillment; (provided that any representation, warranty, covenant or agreement ii) if all of the JDH Entities contained herein that is subject to a materiality or similar qualification will conditions set forth in Article VII shall have been satisfied and (i) the Buying Parties shall not be so qualified for purposes of determining the existence of any breach thereof on the part have made all of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within deliveries required by Sections 9.2 or 9.4 on or before ten (10) days after written notice following the date designated for Closing pursuant to Section 9.1; or (iii) within two (2) Business Days (but not thereafter) following the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted date its board of directors authorizes Seller to negotiate and execute a definitive acquisition agreement providing for any such breach that by its nature cannot be cured or as a result of such breachSuperior Proposal.

Termination Events. Subject to the provisions Without limiting any other provision of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsagreement: (a) either party (non-defaulting party) may terminate this agreement by notice in writing to the other party: (i) if the Sunset Date has passed before the Transaction has been implemented (other than as a result of a breach by the Stockholders, terminating party of its obligations under this agreement); (ii) if each of the following has occurred: (A) the other party (defaulting party) is in breach of a material provision of this agreement (other than for breach of a representation or warranty in clauses 1 or 2 of Schedule 3) at any time prior to 8.00am on the one handSecond Court Date; (B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and (C) the relevant circumstances have continued to exist five Business Days (or any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 8.1(a)(ii)(B) is given; (iii) if the required majorities of Papillon Shareholders do not approve the Scheme at the Scheme Meeting; (iv) if the required majority of B2Gold Shareholders do not approve the B2Gold Resolutions; (v) if a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, decree, ruling or other action has become final and cannot be appealed; or (vi) in accordance with clause 3.8(b); or (b) B2Gold may terminate this agreement by notice in writing to Papillon if at any time prior to 8:00am on the Second Court Date: (i) Papillon breaches any representation or warranty in clause 1 of Schedule 3 and: (A) the breach: (I) cannot be remedied by subsequent action on the part of Papillon before 8.00am on the Second Court Date; and (II) was of a kind that, had it been disclosed to B2Gold prior to its entry into this agreement, could reasonably be expected to have resulted in B2Gold either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or by discloses anything, that could reasonably be expected to amount to a Papillon Material Adverse Event; (ii) a Papillon Director fails to recommend the JDH Entities, Scheme or the Transaction or makes or withdraws his recommendation that Papillon Shareholders vote in favour of the Scheme or makes a public statement indicating that he or she no longer supports the Scheme; (iii) a Papillon Prescribed Occurrence occurs prior to 8:00am on the other handSecond Court Date; (iv) the Papillon Board recommends a Superior Offer for Papillon; or (v) a Competing Proposal for Papillon is announced, made, or becomes open for acceptance and, pursuant to that Competing Proposal for Papillon, the bidder for Papillon acquires voting power (within the meaning of section 610 of the Corporations Act) of 50% or more of Papillon and that Competing Proposal for Papillon is (or has become) free from any defeating conditions. (c) Papillon may terminate this agreement by notice in writing to B2Gold if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing8.00am on the Second Court Date, funding thereunder is B2Gold breaches any representation or warranty in clause 2 of Schedule 3 and: (A) the breach: 1. cannot available be remedied by subsequent action on the part of B2Gold before 8.00am on the Second Court Date; and 2. was of a kind that, had it been disclosed to Papillon prior to its entry into this agreement, could reasonably be expected to have resulted in Papillon either not entering into this agreement or entering into it on materially different terms; or (B) the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderbreach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a B2Gold Material Adverse Event; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Timedate of the Scheme Meeting, a majority of the Papillon Directors have changed, withdrawn or modified their recommendation in accordance with clause 5.6(a)(ii)(B); (biii) by mutual written consent a B2Gold Director fails to recommend the B2Gold Resolutions or the Transaction or makes or withdraws his recommendation that B2Gold Shareholders vote in favour of the parties heretoB2Gold Resolutions or makes a public statement indicating that he or she no longer supports the B2Gold Resolutions or the Transaction; (civ) by in order to permit the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject Papillon Board to recommend a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSuperior Offer; or (dv) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject a B2Gold Prescribed Occurrence occurs prior to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof 8:00am on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSecond Court Date.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Originator shall fail (i) at (A) during a Level One Enhancement Period, to make any time following execution payment or deposit required hereunder when due and delivery of the Short-Term Line of Credit Agreement such failure shall continue for two (2) Business Days, and prior (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to Closing, funding thereunder is not available to the borrower thereunder upon make any payment or deposit required hereunder when due and such borrower's satisfaction of all applicable terms and conditions thereunder; failure shall continue for one (1) Business Day or (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of its obligations under this Agreement paragraph (a) and Section 5.1(b) through (f) or any other Transaction Agreement has been the cause of, Document to which it is a party and such failure shall continue for five (5) consecutive Business Days or resulted a “Servicer Default” shall occur under (and as such term is defined in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time;Servicing Agreement. (b) Any representation, warranty, certification or statement made by mutual written consent of the parties hereto;Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed made. (c) (i) Failure of Originator to pay any Indebtedness when due in excess of $25,000,000 and such failure shall continue after any applicable grace period; or (ii) the default by Originator in the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence performance of any breach thereof on term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the part effect of which is to cause, or to permit the Stockholders) and, with respect holder or holders of such Indebtedness to any breach of a covenant contained hereincause, such breach Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is not cured within ten no longer continuing; or (10iii) days after written notice any such Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Stockholders by the JDH Entitiesdate of maturity thereof; provided, however, that no cure period will be permitted for or (iv) any such breach that by its nature cannot be cured or as a result Indenture Event of such breach; orDefault shall occur. (d) (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Stockholdersentry of an order for relief or the appointment of a receiver, if either trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), any such proceeding shall remain dismissed or unstayed for a period of thirty (30) days, or any of the JDH Entities materially breaches actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur or (iii) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an amount in excess of $25,000,000 in the aggregate, shall be entered against Originator on claims not covered by insurance or as to which the insurance carrier has denied its representationsresponsibility, warrantiesand (i) enforcement proceedings have been commenced by any creditor upon any such judgement or (ii) such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (g) Originator shall fail to provide Buyer and its assigns, covenants or other agreements under this Agreement within fifteen (provided that any representation, warranty, covenant or agreement 15) days of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes Initial Cutoff Date, acknowledgement copies evidencing the filing of determining UCC-3 financing statements substantially in the existence form of any breach thereof on Exhibit VII amending the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice UCC-1 Financing Statements filed pursuant to the JDH Entities by the Stockholders; providedSupplement Indentures Sixty-Eighth through Seventy-Fifth, howeverSeventy-Seventh, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeventy-Ninth, Eightieth, Eighty-Third, and Eighty-Seventh through Ninety.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual consent of Parent and the one hand, Company; (b) by either Parent or by the JDH Entities, on the other hand, if: Company if (i) at any time following execution the SEC has notified Parent that it has no further comments to the Proxy Statement on or before February 14, 2007 and delivery of the Short-Term Line of Credit Agreement and Closing has not occurred on or prior to ClosingXxxxx 00, funding thereunder is 0000, (xx) the SEC has notified Parent that it has no further comments on the Proxy Statement after February 14, 2007 but on or before March 15, 2007 and the Closing has not available occurred on or before April 30, 2007 or (iii) the SEC has notified Parent that it has no further comments on the Proxy Statement after March 15, 2007 and the Closing has not occurred on or before May 31, 2007, unless, in each case (x) the non-terminating party’s failure to close prior to the borrower thereunder upon applicable date resulted from any failure on the part of such borrower's satisfaction terminating party to comply with in all material respects, or perform in all material respects, any covenant or obligation of all applicable terms such terminating party set forth in this Agreement, and conditions thereunder(y) the non-terminating party provided written notice of such failure to the terminating party as soon as practicable after it had knowledge thereof; (c) by either Parent or the Company if: (i) the Parent Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a final vote on the proposal to approve the Merger, and (ii) the Closing Merger shall not have occurred on been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or before December 31, 2005postponement thereof) by the Required Parent Merger Stockholder Vote; provided, however, that the right a party shall not be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(c) will not be available to any party whose if the failure to perform or observe any have the Merger approved by the Required Parent Merger Stockholder Vote is attributable to a failure on the part of its obligations under the party seeking to terminate this Agreement to perform in any material respects any covenant or any Transaction obligation in this Agreement has been the cause of, required to be performed by such party at or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bd) by mutual the Company, if, prior to the Merger having been approved at the Parent Stockholders’ Meeting (or at any adjournment or postponement thereof) by the Required Parent Merger Stockholder Vote, (i) Parent receives a written consent communication from the banking firm providing the fairness opinion or valuation opinion obtained by Parent in connection with the Contemplated Transactions rescinding, withdrawing or adversely modifying such fairness opinion or valuation opinion, or (ii) Parent’s board of directors withdraws the parties heretoParent Board Recommendation or adversely modifies the Parent Board Recommendation; (ce) by the JDH Entities, if Parent if: (i) any representation or warranty of the Stockholders materially breaches any Company contained in this Agreement shall be inaccurate or shall have been breached as of its representationsthe date of this Agreement, warranties, covenants or other agreements under shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (provided as if made on such subsequent date), such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 6.1 would not be so qualified satisfied (it being understood that, for purposes of determining the existence accuracy of such representations and warranties as of the date of this Agreement or as of any breach thereof subsequent date: (A) all “Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the part date of this Agreement shall be disregarded, provided that any update to Part 2.9 or Part 2.10 of the StockholdersDisclosure Schedule permitted hereby for the purpose of adding to Part 2.9 or Part 2.10 of the Disclosure Schedule a list of any Material Contracts or licenses for Intellectual Property entered into after the execution of this Agreement of the type described in Section 4.2(b)(ix) andand Section 4.2(b)(x) shall be deemed to update the Disclosure Schedule, with respect to but solely for the purposes of determining whether the representations and warranties of the Company set forth in this Agreement are inaccurate or have been breached as of the Closing Date (as if such representations and warranties had been made on and as of the Closing Date); or (ii) any breach of a covenant the covenants or obligations of the Company contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesin this Agreement shall have been breached in any material respect; provided, however, that no cure if an inaccuracy in or breach of any representation or warranty of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by the Company is curable by the Company through the use of commercially reasonable efforts during the 30-day period will be permitted for any after Parent notifies the Company in writing of the existence of such inaccuracy or breach that by its nature can(the “Company Cure Period”), then Parent may not be cured or terminate this Agreement under this Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; or; (df) by the Stockholders, if either Company if: (i) any representation or warranty of Parent contained in this Agreement shall be inaccurate or shall have been breached as of the JDH Entities materially breaches any date of its representationsthis Agreement, warranties, covenants or other agreements under shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (provided as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied; or (ii) if any representationof Parent’s or Merger Sub’s covenants or obligations contained in this Agreement shall have been breached in any material respect, warranty, covenant or agreement including Parent’s and Merger Sub’s obligation to effect the Merger upon the satisfaction of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholdersconditions set forth in Section 6; provided, however, that no cure if an inaccuracy in or breach of any representation or warranty of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Parent is curable by Parent through the use of commercially reasonable efforts during the 30-day period will be permitted for any after the Company notifies Parent in writing of the existence of such inaccuracy or breach that by its nature can(the “Parent Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 8.1(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 commercially reasonable efforts to cure such inaccuracy or breach; (g) by Parent if: (i) there shall have occurred any Material Adverse Effect; or (ii) any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that if such Material Adverse Effect is curable by the Company through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence thereof (the “MAE Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(g) as a result of such Material Adverse Effect prior to the expiration of the MAE Cure Period, provided the Company, during the MAE Cure Period, continues to exercise commercially reasonable efforts to cure such Material Adverse Effect; (h) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (i) by the Company during the 15-day period commencing on the date 21 days after the date on which the Wachovia Financing Commitment is terminated, revoked or amended such that the aggregate amount of financing contemplated by the Wachovia Financing Commitment to be loaned to Parent or the Company at the Closing decreases below $40 million, if on or prior to the date of such termination, Parent shall have failed to obtain one or more replacement Financing Commitments resulting in the aggregate amount of financing contemplated by all outstanding Financing Commitments (other than any Stockholder Loans to be lent to Parent or the Company at Closing) being at least $40 million; provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(i) if the failure of Parent to obtain any replacement Financing Commitment is caused by or otherwise results from, principally or in significant part, any one or more of the following factors: (A) any inaccuracy or breach of any of the representations or warranties set forth in Section 2.4; or (B) any failure of the Company to perform in any material respects any covenant or obligation in this Agreement required to be performed by the Company prior to the Effective Time; (j) by the Company if the preliminary Proxy Statement shall not have been filed with the SEC in a form that substantially complies with Regulation 14A promulgated under the Exchange Act on or before the date that is 20 business days after the date of this Agreement; provided, however, in no event shall the Company have the right or power to terminate this Agreement pursuant to this Section 8.1(j) if the failure of Parent to meet the foregoing deadline is caused by or otherwise results from, principally or in significant part, any one or more of the following factors: (A) any failure of the Company to perform in any material respects any covenant or obligation in this Agreement required to be performed by the Company prior to the Effective Time; (B) any failure of any of the Company’s financial statements included or required to be included in the preliminary Proxy Statement to be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations or cash flows in any material respect as of the date of such financial statements and for the periods presented therein; or (C) any actions, omissions or delays on the part of the auditors for either Parent or the Company; or (k) by Parent if the Required Company Merger Stockholder Votes are not obtained within three business days after the date of this Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedby any of Purchaser, the Company or any Selling Shareholder, if the terminating party is not the cause of a failure of a condition for the Closing, by written notice given prior to the effectiveness other party, upon the occurrence of any of the Merger in the manner hereinafter provided, as followsfollowing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Closing Date: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available conditions precedent to the borrower thereunder upon such borrower's obligations of the terminating party set forth in Article VIII of this Agreement shall not have been satisfied; and (ii) satisfaction of all applicable terms such condition shall not have been waived by the terminating party; provided that, the Company and/or Selling Shareholders shall have thirty (30) days following any notice of failure of satisfaction of any such condition to effect a cure of such failure (and conditions thereunderthe Closing shall be postponed to accommodate any such thirty (30) day cure period); (iib) the FCC denies or designates for hearing the application referenced in Section 6.1 of this Agreement and such designation is not reversed upon pleadings of the parties; (c) the Station's normal broadcast transmission is continuously interrupted for a period of not less than five (5) consecutive days and the cause of such interruption is not or cannot be cured on or before sixty (60) days from the date that the Closing would otherwise occur or, if cured, would have after the Closing a Material Adverse effect on the operation of the Station as to materially and adversely alter the normal operation of the Station as presently conducted; (d) the parties shall mutually agree to terminate this Agreement; (e) the Closing shall not have occurred on or before December 31, 2005; provided, however, that (other than through the right failure of any party seeking to terminate this Agreement pursuant to comply fully with its obligations under this Agreement) on or before June 30, 1998, or such later date upon which the parties may agree. Notwithstanding this Section 6.1(a)(ii) will 10.1(e), in the event the FCC Consent has not be available to any party whose failure to perform been granted on or observe any before June 30, 1998, and provided that Purchaser is not in material breach of its obligations under this Agreement or any Transaction Agreement and has been timely filed an appropriate application for the cause of, or resulted inFCC Consent and has diligently used best practices to obtain the grant of said application as expeditiously as practicable, the failure of Closing Date shall be extended to a date not later than September 30, 1998 (or such later date upon which the Closing to occur on or before such dateparties may agree); or (iiif) Purchaser does not have adequate financing fully funded on or before September 30, 1997 in order to pay the Incapacity of JQH occurs at any time prior entire Purchase Price pursuant to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Purchaser and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderParent; (iib) by either the Purchaser or Parent if the Closing shall not have occurred on or before December taken place by January 31, 20052003; provided, however, that the right a party shall not be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(b) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, if the failure of the Closing to occur have taken place by such date is attributable to a failure on the part of such party or before any affiliate of such date; or (iii) the Incapacity of JQH occurs party to perform any covenant in this Agreement required to be performed by such party or such affiliate at any time or prior to the Effective Time; (b) by mutual written consent of the parties heretoClosing Date; (c) by either the JDH EntitiesPurchaser or Parent if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; (d) by the Purchaser if (i) any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under Sellers' representations and warranties contained in this Agreement (provided that any representation, warranty, covenant or agreement shall be inaccurate as of the Stockholders contained herein date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that is subject to a materiality or similar qualification will the condition set forth in Section 6.1 would not be so qualified satisfied (it being understood that, for purposes of determining the existence accuracy of such representations and warranties as of the date of this Agreement or as of any breach thereof on subsequent date, any update of or modification to the part Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded), or (ii) any of the Stockholders) and, with respect to any breach of a covenant Sellers' covenants contained herein, in this Agreement shall have been breached such breach is that the condition set forth in Section 6.2 would not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesbe satisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any Sellers' representations and warranties as of its representations, warranties, covenants or other agreements under a date subsequent to the date of this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, by the Sellers is curable by the Sellers and the Sellers cure such inaccuracy or breach is not cured within ten (10) 10 days after receiving notice of such inaccuracy or breach, then the Purchaser may not terminate this Agreement under this Section 8.1(d) on account of such inaccuracy or breach, and provided, further, that in the event that at any time during the Pre-Closing Period Parent provides the Purchaser with a written notice to (the JDH Entities by "Parent Breach Notice") (i) stating that one or more representations and warranties of the Stockholders; providedSellers contained in this Agreement and identified in such notice are or have become inaccurate, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result (ii) describing in reasonable detail the circumstances of such breach.inaccuracy, and (iii) confirming unequivocally that the Purchaser is entitled to validly terminate this Agreement under this Section 8.1(d) on account of such inaccuracy, then

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the Transactions may be abandoned prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by mutual written consent of the StockholdersParties; (b) by Buyer or Seller, on the one hand, or by the JDH Entities, on written notice to the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred been consummated on or before December 31the Termination Date, 2005unless extended by written agreement of the Parties; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii10.1(b) will shall not be available to any party Party whose failure to perform or observe comply with any of its obligations under this Agreement or any Transaction Agreement has shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or before by such date; or (iiiii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Incapacity of JQH occurs at Transactions or making them illegal, or (B) any time prior to injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Effective Time; (b) by mutual written consent of the parties hereto;Transactions, which shall have become final and nonappealable. (c) by Buyer: (i) if the JDH Entities, conditions set forth in Section 7.2 shall have become incapable of fulfillment; or (ii) if any all of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement conditions set forth in ARTICLE VII shall have been satisfied and Seller shall not have made all of the Stockholders contained herein that is subject deliveries required by Section 8.3 on or before the date designated for Closing pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 8.1; or (d) by Seller: (i) if the Stockholders, conditions set forth in Section 7.3 shall have become incapable of fulfillment; or (ii) if either all of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement conditions set forth in ARTICLE VII shall have been satisfied and Buyer shall not have made all of the JDH Entities contained herein that is subject deliveries required by Section 8.2 on or before the date designated for Closing pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 8.1.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to the effectiveness Option Closing Date (if any) or the Option Expiration Date (if not exercised), be terminated: by either (y) Purchaser or (z) Sellers owning a majority of the Merger in Shares owned by all of the manner hereinafter provided, as follows: (a) Sellers if a material Breach of any provision of this Agreement has been committed by the Stockholders, on the one hand, or other party and such Breach has not been waived by the JDH Entitiesnon-breaching Party; by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all Sellers if any of the conditions in Article VI has not been satisfied as of a Closing Date or if satisfaction of such a condition is or becomes impossible, on and the other handParty has not waived such condition on or before such Closing Date, if: (i) at unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; by Purchaser if any time following execution and delivery of the Short-Term Line conditions in Article VII has not been satisfied as of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's a Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; by mutual consent of Purchaser and Sellers owning a majority of the Shares owned by all applicable terms and conditions thereunder; Sellers; by either Purchaser or Sellers (iiby action of Sellers owning a majority of the Shares owned by all Sellers) if the First Closing shall has not have occurred on or before December 31October 30, 20052003, or such later date as the parties may agree upon; provided, however, that or by Purchaser upon the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe occurrence of an event of default under any of its obligations under this Agreement or any Transaction Agreement has been the cause of(i) that certain Note Secured by Stock Pledge Agreement, or resulted indated as of even date herewith, the failure by Seller in favor of the Closing to occur on or before such date; or Xxxxx X. Xxxxx, (ii) that certain Stock Pledge Agreement, dated as of even date herewith, by and between Seller and Xxxxx X. Xxxxx, and (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants documents or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesinstruments ancillary thereto. INDEMNIFICATION; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.REMEDIES

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the StockholdersCompany set forth in this Agreement such that the conditions set forth in Section 6 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within five business days after written notice thereof to the Company; provided, on the one handhowever, or by the JDH Entities, on the other hand, if: that no cure period shall be required (i) at for a breach or inaccuracy which by its nature cannot be cured or (ii) if any time following execution and delivery of the Short-Term Line conditions to Closing in Section 6 for the benefit of Credit Agreement and prior to Closing, funding thereunder is not available to Parent are incapable of being satisfied on or before the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderEnd Date; (b) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Section 7 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within five business days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing shall not have occurred in Section 7 for the benefit of the Company are incapable of being satisfied on or before December 31, 2005the End Date; (c) by Parent if the Required Stockholder Approval has not been obtained by the Company and delivered to Parent no later than 5:30 am Eastern time on the second business day following the date hereof; (d) by either Parent or Company if the Closing has not taken place on or before the date that is 20 days after the date hereof (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this under Section 6.1(a)(ii8.1(d) will shall not be available to any party whose failure to perform breach of any covenant or observe any of its obligations under this Agreement or any Transaction Agreement has agreement hereunder will have been the principal cause of, or will have directly resulted in, the failure of the Closing to occur on or before such date; (e) by either Parent or Company if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Merger shall have become final and nonappealable; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by the mutual written consent of Parent and the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachCompany.

Termination Events. Subject to the provisions of Section 6.29.2, this Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual consent of Buyer and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSellers; (b) by mutual Buyer if any Seller has committed a material breach of any provision of this Agreement and such breach shall not have been cured within ten (10) calendar days following receipt by the breaching Seller of written consent notice of the parties heretosuch breach, provided that Buyer is not in material breach of any of its representations, warranties or obligations hereunder, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured; (c) by the JDH Entities, Sellers’ Representative if Buyer has committed a material breach of any provision of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, and such breach is shall not have been cured within ten (10) calendar days after following receipt by Buyer of written notice to the Stockholders by the JDH Entities; providedof such breach, howeverprovided that no Seller is in material breach of any of its representations, warranties or obligations hereunder, and provided further, that no cure period will shall be permitted required for any such a breach that which by its nature cannot be cured or as a result of such breach; orcured; (d) by Buyer if the Stockholders, if either satisfaction of any condition in Article 7 is or becomes impossible (other than through the JDH Entities materially breaches any failure of Buyer to comply with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) and Buyer has not waived such condition; (provided that any representation, warranty, covenant or agreement of e) by the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining Sellers’ Representative if the existence satisfaction of any breach thereof condition in Article 8 is or becomes impossible (other than through the failure of any Seller to comply with its obligations under this Agreement) and Sellers have not waived such condition; and (f) by either Buyer or the Sellers’ Representative if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before March 3, 2006, or such later date as Buyer and the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSellers’ Representative may agree upon.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given the Merger may be abandoned at any time prior to the effectiveness Effective Time without prejudice to any other rights or remedies either party may have and notwithstanding any requisite approval and adoption of the Merger in the manner hereinafter provided, as followsthis Agreement: (a) by written agreement, duly authorized by the Boards of Directors of Purchaser and the Company; (b) by Purchaser or the Company: (i) if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger; provided, that the party seeking to terminate this Agreement shall have used its commercially reasonable efforts to remove or lift such injunction, order, decree or ruling and has otherwise complied in all material respects with its obligations under this Agreement; or (ii) if the Merger shall not have occurred on or before October 1, 2010 (the “Termination Date”); provided, that if any of the consents set forth on Schedule 6.4(c)(ii) have not been received (and are still pending and the requirement for the delivery thereof at Closing has not been waived by Purchaser), Purchaser or the Company may extend the Termination Date for an additional period of up to thirty (30) days in order to obtain such approvals by providing written notice thereof to the other; provided, further, that the right to terminate this Agreement under this Section 10.1(b)(ii) shall not be available to any party that has breached in any material respect its obligations under this Agreement if such breach shall have been a principal cause of, or resulted in, the failure to consummate the Merger by such date; (c) by Purchaser: (i) if any representation or warranty of the Company or the Stockholders was inaccurate or was breached in any material respect when made and the Company or the Stockholders had Knowledge that such representation or warranty was inaccurate or had been breached at the time it was made; (ii) if the Company or the Stockholders shall have failed to perform in any material respect any of their covenants, agreements or other obligations contained in this Agreement which failure to perform (A) gives rise to the failure of a condition set forth in Article VII and (B) is incapable of being cured, or, if curable, has not been cured by the Company or the Stockholders within fifteen (15) calendar days after giving written notice to the Company or the Stockholders of such breach or failure to perform; (iii) if any of the conditions set forth in Article VII shall have been rendered impossible to satisfy; provided, however, that termination by Purchaser under this subsection 10.1(c)(iii) may not be elected prior to the Termination Date; or (iv) the closing of the acquisition by the Purchaser of Black Diamond pursuant to the terms of the Black Diamond Merger Agreement has not occurred on or before July 1, 2010. (d) by the Company: (i) if any representation or warranty of the Purchaser Parent, Purchaser or Merger Subs was inaccurate or was breached in any material respect when made and Purchaser Parent, Purchaser or Merger Subs had Knowledge that such representation or warranty was inaccurate or had been breached at the time it was made; (ii) if Purchaser Parent or Purchaser shall have failed to perform in any material respect any of their covenants, agreements or other obligations contained in this Agreement which failure to perform (A) gives rise to the failure of a condition set forth in Article VIII and (B) is incapable of being cured, or, if curable, has not been cured by Purchaser Parent, Purchaser or Merger Subs within fifteen (15) calendar days after giving written notice to Purchaser of such breach or failure to perform; or (iii) if any of the conditions set forth in Article VIII shall have been rendered impossible to satisfy; provided, however, that termination by Company under this subsection 10.1(d)(iii) may not be elected prior to the Termination Date. The parties agree that in the event of a breach of a representation or warranty by the Company or the Stockholders, on the one hand, or by the JDH EntitiesPurchaser Parent, Purchaser or Merger Subs on the other hand, if: (i) at any time following execution and delivery hand where the breaching party had no Knowledge of the Short-Term Line breach on the date of Credit this Agreement, there shall be no right to terminate this Agreement and prior based on Section 10.1(c)(i) or Section 10.1(d)(i), as the case may be or to Closingrefuse to proceed to Closing under Section 10.1(c)(iii)(based on the impossibility of satisfying the condition in Section 7.1 or in Section 7.6(c) in respect of Section 7.1) or Section 10.1(d)(iii) (based on the impossibility of satisfying the condition in Section 8.1 or in Section 8.4 in respect of Section 8.1), funding thereunder is not available to as the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005case may be; provided, however, that the right foregoing shall not limit the rights of any party to terminate this Agreement pursue any indemnification claims for such a breach pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachArticle XI hereof.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing, notwithstanding approval of this Agreement by the Merger Company’s stockholders in accordance with the manner hereinafter provided, as followsterms of this Agreement: (a) by mutual written consent of Parent and the StockholdersCompany; (b) by written notice from Parent to the Company, on if there has been a breach of any representation, warranty, covenant or agreement by the one handCompany, or by any such representation or warranty shall become untrue after the JDH Entitiesdate hereof, on such that the other handconditions in Sections 5.1 and 5.2 would not be satisfied and such breach is not curable or, if: if curable, is not cured within the earlier of (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder fifteen (15) days after written notice thereof is not available given by Parent to the borrower thereunder upon such borrower's satisfaction of all applicable terms Company and conditions thereunder; (ii) the Expiration Date; (c) by written notice from the Company to Parent, if there has been a breach of any representation, warranty, covenant or agreement by Parent or Merger Sub, or any such representation or warranty shall become untrue after the date hereof, such that the conditions in Sections 6.1 and 6.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (i) fifteen (15) days after written notice thereof is given by the Company to Parent and (ii) the Expiration Date; (d) by written notice by the Company to Parent or Parent to the Company, as the case may be, in the event the Closing shall has not have occurred on or before December 31prior to September 30, 20052013 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach, in each case under this Agreement or any other agreement contemplated by this Agreement, by the party seeking such termination; (e) by written notice by the Company to Parent if Parent or any Representative of Parent shall have violated, breached, or taken any action inconsistent with any of the provisions set forth in Section 4.5; or (f) by written notice by Parent to the Company if Parent’s board of directors determines to enter into a definitive acquisition agreement providing for a Superior Proposal, and Parent shall concurrently with such termination enter into a definitive acquisition agreement for a Superior Proposal and pay the Termination Fee; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(f) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, unless Parent shall have complied with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 4.5(d).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual agreement of Buyer Parent and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderParent; (iib) by either Buyer Parent or Parent if the Closing shall has not have occurred on or before December October 31, 20052013 (the “Outside Date”); provided, however, that the right Outside Date will automatically be extended up to and including January 31, 2014, in the event that all conditions to Closing other than (i) those set forth in Sections 6.1(a) or 6.1(b) (the “Regulatory Conditions”) or (ii) any other condition and/or covenant set forth in this Agreement the satisfaction or completion of which is dependent upon the prior satisfaction of the Regulatory Conditions (collectively, the “Contingent Conditions”), have been or are capable of being satisfied at the time of such extension and such Regulatory Conditions and/or Contingent Conditions have been or are reasonably capable of being satisfied or completed on or prior to January 31, 2014; provided, further that neither Buyer Parent nor Parent shall be entitled to terminate this Agreement pursuant to this Section 6.1(a)(ii10.1(b) will not be available to any party whose failure to perform or observe any if such Person’s breach of its obligations under this Agreement or any Transaction Agreement has been prevented the cause of, or resulted in, the failure consummation of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoTransactions; (c) by the JDH EntitiesBuyer Parent, if any the representations and warranties of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will Parent shall not be so qualified for purposes of determining the existence true and correct or there has been a material violation or breach by any Seller of any covenant, representation or warranty contained in this Agreement, in each case, which has prevented the satisfaction of any condition to the obligations of Buyer Parent at the Closing and such failure, violation or breach thereof on has not been waived by Buyer Parent or cured by the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured Sellers within ten thirty (1030) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orthereof from Buyer Parent; (d) by the StockholdersParent, if either the representations and warranties of Buyer Parent and Buyer shall not be true and correct or there has been a material violation or breach by Buyer Parent or Buyer of any covenant, representation or warranty contained in this Agreement, in each case, which would prevent the satisfaction of any condition to the obligations of the JDH Entities materially breaches any of its representationsSellers at the Closing and such failure, warranties, covenants violation or other agreements under this Agreement breach has not been waived by the Sellers or cured by Buyer Parent or Buyer within thirty (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (1030) days after written notice thereof by a Seller (provided that the failure of Buyer to deliver the JDH Entities by Purchase Price pursuant to Section 1.5 at the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature canClosing as required hereunder shall not be cured subject to cure hereunder unless otherwise agreed to in writing by Parent); or (e) by either Buyer Parent or as a result Parent if there shall be any Law that makes consummation of such breachthe Transactions illegal or if consummation of the Transactions would violate any final non-appealable Order of any Governmental Entity having competent jurisdiction.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be 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) any representation, warranty, certification or statement made by the StockholdersTransferor, on the one handCollection Agent or any Seller in this Agreement, any other Transaction Document to which it is a party or by the JDH Entitiesin any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made (and, on the other hand, if: (i) at if any time following execution and delivery of period is provided for correcting any representation or warranty in Section 3.01, Section 3.02 or Section 3.03, has not been corrected within the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon time period provided in such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005Section); provided, however, that (i) no such representation, warranty, certification or statement relating to a Receivable for which the right Transferor has timely paid to terminate the Collection Agent the Deemed Collection required to be paid as a result thereof in accordance with Section 2.10(b) shall give rise to a Termination Event under this Agreement pursuant paragraph (b), (ii) any such incorrectness with respect to a SA-50 (i) shall not give rise to a Termination Event under this paragraph (b) if corrected within 15 days from the date a Responsible Officer of the Transferor obtains knowledge thereof, and (iii) any such incorrectness with respect to a representation or warranty in Section 6.1(a)(ii3.01(e) will or Section 3.01(s) shall not be available give rise to a Termination Event under this paragraph (b) if corrected within three (3) Business Days from the date a Responsible Officer of the Transferor obtains knowledge thereof; or (c) the Transferor, any party whose failure Seller or the Collection Agent shall fail to observe or perform in any material respect any other term, covenant or observe any of its obligations under agreement in this Agreement or any other Transaction Agreement has been the cause ofDocument (and, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at if any time prior period is provided for any such observance or performance, such observance or performance has not occurred within such time period); provided, that any such failure with respect to the Effective Time; (bcovenant set forth in Section 5.01(f) by mutual written consent of the parties hereto; shall not give rise to a Termination Event under this paragraph (c) by until after giving effect to the JDH Entitiescure period, if any of any, set forth in the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachrelated Contract; or (d) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness 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 (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent or C&A or any Seller which shall have sold Receivables with an Outstanding Balance at such time of $10,000,000 or greater pursuant to the Receivables Purchase Agreement; or (f) 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 (other than Permitted Encumbrances); or (g) a Collection Agent Default shall have occurred; or (h) the Transferor 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 reasonable opinion of the Funding Agents, materially adversely affect the collectibility of the Receivables sold by such Seller or the performance of such Seller's obligations under the Transaction Documents); or (i) there shall have occurred any event or condition which would have material adverse effect on either the collectibility of the Receivables or the ability of the Transferor or any Seller to perform its respective obligations under the Transaction Documents to which it is a party since the Closing Date; or (j) the Percentage Factor exceeds the Maximum Percentage Factor and the Transferor shall not have, by the Stockholdersnext Business Day thereafter, if either of reduced the JDH Entities materially breaches Net Investment from previously received Collections or other funds available to the Transferor so as to reduce the Percentage Factor on such Business Day to less than or equal to 100%; or (k) the average Dilution Ratio for the three preceding Settlement Periods exceeds 4.50%; or (l) the average Default Ratio for the three preceding Settlement Periods exceeds 14.00%; or (m) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 3.75%; or (n) C&A or any of its representationsSubsidiaries shall default in the observance or performance of Section 6.14 or Section 6.15 of the Senior Credit Facility or an Event of Default (as such term is defined in the Senior Credit Facility) described in clause (m) of Article VII of the Senior Credit Facility shall have occurred; or (o) a Responsible Officer of the Transferor or any Seller shall receive notice or become aware that a notice of lien has been filed against the Transferor, warranties, covenants any Seller or the Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement payment to a plan to which Section 412(n) of the JDH Entities contained herein that is subject Code or Section 302(f) of ERISA applies; or (p) a Purchase Termination Date shall have occurred under the Receivables Purchase Agreement with respect to all Sellers; or (q) C&A and the Sellers (in the aggregate) shall fail to maintain 100% ownership of the Transferor; or (r) the existence at any time of any litigation, arbitration proceedings or governmental proceeding involving any Seller or the Transferor or the Receivables which would be reasonably likely to have a materiality Material Adverse Effect; or (s) (i) one or similar qualification will more judgements for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against a Seller, the Collection Agent, C&A or their Subsidiaries or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be so qualified effectively stayed or to the extent that an insurance carrier has accepted a claim for purposes coverage thereto; (ii) one or more judgments for the payment of determining money shall be rendered against the existence of Transferor and shall not have been satisfied; or (iii) any breach thereof on the part action shall be legally taken by a judgment creditor to attach or levy upon any assets of the JDH EntitiesTransferor, a Seller, the Collection Agent, C&A, or their Subsidiaries to enforce any such judgment; or (t) and, the Collection Agent shall fail to deliver to the Administrative Agent any report required to be delivered by it under the terms of the Transaction Documents within one (1) Business Day of (i) with respect to any breach Deposit Report or Settlement Statement, when such report was due or (ii) with respect to any other report, receipt by the Collection Agent of a covenant contained herein, such breach is not cured within ten (10) days after written notice from the Administrative Agent that such report is due; or (u) any Event of Bankruptcy shall occur with respect to any Seller which shall have sold Receivables with an Outstanding Balance at such time of less than $10,000,000 pursuant to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachReceivables Purchase Agreement.

Termination Events. Subject to This Agreement shall terminate and be of no further force or effect, upon the provisions occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, iffollowing: (i) at any time following execution and delivery Any regulatory authority whose consent or approval is necessary for consummation of the Short-Term Line of Credit Agreement transactions contemplated hereby shall have issued a final order denying or refusing to grant any such approval or consent or shall have granted such approval but shall have imposed conditions that are or would become applicable to either Seller or Buyer that either Seller or Buyer reasonably and prior in good xxxxx xxxxx to Closing, funding thereunder is not available be materially burdensome to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder;it; or (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure Mutual agreement of the Closing to occur on or before such dateparties evidenced in writing; or (iii) Immediately upon the Incapacity expiration of JQH occurs at any time prior thirty (30) days from the date that either party hereto has given notice to the Effective Time; (b) by mutual written consent other party hereto of the parties hereto; (c) by the JDH Entities, if such other party's material breach or misrepresentation of any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representationcondition, warranty, representation or covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure such termination shall take effect if within said thirty (30) day period will be permitted the party so notified shall have corrected in all material respects the grounds for any such breach that by its nature cannot be cured or termination as a result of such breachspecified in the aforementioned notice; or (div) Written notice by Buyer or Seller to the Stockholdersother party if the Closing shall not have taken place on or before ninety (90) days from the date of this Agreement, if either other than by reason of a matter within the control of the JDH Entities materially breaches person asserting such termination provided that if, as of such date, all regulatory approvals necessary for the consummation of the transactions contemplated hereunder have been received but the Closing cannot take place because any of its representationsapplicable waiting period has not expired, warranties, covenants or other agreements under the parties agree that this Agreement shall be extended for such period as shall be required for the expiration of such waiting period and, within a reasonable time thereafter, the Closing; or (provided that any representationv) Written notice by Buyer or Seller given to the other party after entry of a final, warranty, covenant restraining order or agreement injunction prohibiting the assumption of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAccounts.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by either the Stockholders, on Buyer or the one hand, or Selling Parties if a material Breach of any provision of this Agreement has been committed by any other Party and such Breach has not been waived; (b) by the JDH EntitiesBuyer if any of the conditions in Section 6.1 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Outside Date; (c) by the Selling Parties, if any of the conditions in Section 6.2 has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Selling Party to comply with its obligations under this Agreement) and the Selling Parties have not waived such condition on or before the Outside Date; (d) by the Buyer, if the FTC, Antitrust Division or any other handGovernmental Authority requires the submission of additional information or documentary material (second request), if:pursuant to the provisions of the HSR Act (including 18 U.S.C. S18A(e)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at any the time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to which conditions could be satisfied if the borrower thereunder upon Closing had occurred at the time of such borrower's satisfaction of all applicable terms and conditions thereunder; termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Closing shall not Selling Parties have occurred on or before December 31irrevocably certified in writing that they are ready, 2005; providedwilling and able to consummate the Closing, however, that and (iii) the right Buyer fails to terminate this Agreement pursuant consummate the Contemplated Transactions within two (2) Business Days following receipt of written notice from the Selling Parties as to this Section 6.1(a)(ii) will not be available the satisfaction of such conditions and the Selling Parties’ willingness to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been consummate the cause of, or resulted in, the failure of the Closing to occur on or before such dateClosing; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent of the parties hereto; (c) by Buyer and the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSelling Parties.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing, notwithstanding approval of this Agreement by the Merger Company’s stockholders in accordance with the manner hereinafter provided, as followsterms of this Agreement: (a) by mutual written consent of Crossbox and the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeCompany; (b) by mutual written consent of notice from Crossbox to the parties hereto; (c) by the JDH EntitiesCompany, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of by the Stockholders contained herein Company, or any such representation or warranty shall become untrue after the date hereof, such that is subject to a materiality or similar qualification will the conditions in Sections 5.1 and 5.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within ten the earlier of (10i) fifteen (15) days after written notice thereof is given by Crossbox to the Stockholders by Company and (ii) the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orExpiration Date; (dc) by written notice from the StockholdersCompany to Crossbox, if either there has been a breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of by Crossbox or Merger Sub, or any such representation or warranty shall become untrue after the JDH Entities contained herein date hereof, such that is subject to a materiality or similar qualification will the conditions in Sections 6.1 and 6.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within ten the earlier of (10i) fifteen (15) days after written notice thereof is given by the Company to Crossbox and (ii) the Expiration Date; (d) by written notice by the Company to Crossbox or Crossbox to the JDH Entities Company, as the case may be, in the event the Closing has not occurred on or prior to July 31, 2104 (the “Expiration Date”), unless such Expiration Date is extended by the Stockholders; providedCompany for up to an additional 60 days or until September 30, however, that no cure period will be permitted 2014 (the “Outside Effective Date”) for any reason other than delay or nonperformance of or breach, in each case under this Agreement or any other agreement contemplated by this Agreement, by the party seeking such breach that termination; or (e) by its nature cannot be cured written notice by the Company to Crossbox if Crossbox or as a result any Representative of such breachCrossbox shall have violated, breached, or taken any action inconsistent with any of the provisions set forth in Section 4.5.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Purchaser if (i) at there is a material Breach of any time following execution representation, warranty, covenant or obligation of the Seller and such Breach shall not have been cured within thirty (30) days after the delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available written notice thereof to the borrower thereunder upon Seller to the extent such borrower's satisfaction Breach would cause the related condition precedent to Closing not to be satisfied, provided, that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 7.1(a) if it is then in material breach of all applicable terms and conditions thereunderany representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 6; (iib) by the Closing Seller if (i) there is a material Breach of any representation, warranty, covenant or obligation of the Purchaser and such Breach shall not have occurred on been cured within thirty (30) days after the delivery of written notice thereof to the Purchaser to the extent such Breach would cause the related condition precedent to Closing not to be satisfied, provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if it is then in material breach of any representations, warranties, covenants or before December 31other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 5; (c) by the Purchaser or the Seller if the Transactions shall not have been consummated by April 30, 20052023; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(c) will shall not be available to any party Party whose action or failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement act has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior date and such action or failure to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to act constitutes a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any material breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesthis Agreement; provided, howeverfurther if a Party has initiated any Proceeding to specifically enforce this Agreement, that no cure period will be permitted for any the other Party shall not have the right to terminate this Agreement pursuant to this Section 7.1(c) while such breach that by its nature cannot be cured or as a result of such breachProceeding is still pending; or (d) by the Stockholders, if either mutual written consent of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of Purchaser and the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the Transactions may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written agreement of the Short-Term Line of Credit Agreement Buyer and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSeller; (b) by mutual the Buyer upon written consent notice to the Seller, if any of the parties heretoconditions in Section 5.2 shall not have been satisfied on or before the Outside Date, for any reason other than a material breach or default by the Buyer of its covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and accurate in all material respects when made or when otherwise required by this Agreement to be true and accurate in all material respects; (c) by the JDH EntitiesSeller upon written notice to the Buyer, if any of the Stockholders materially breaches conditions in Section 5.3 shall not have been satisfied on or before the Outside Date, for any reason other than a material breach or default by the Seller of their covenants, agreements, or other obligations hereunder, or any of its representations, warranties, covenants their representations herein not being true and accurate in all material respects when made or other agreements under when otherwise required by this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; ortrue and accurate in all material respects; (d) by the StockholdersSeller, if either prior to the Closing Date a representation or warranty of the JDH Entities materially breaches any Buyer contained in this Agreement shall be inaccurate or shall have become inaccurate as of its representations, warranties, covenants or other agreements under a date subsequent to the date of this Agreement (provided that as if made on such subsequent date), or a material failure to perform any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, Buyer set forth in this Agreement shall have occurred (provided such inaccuracy or failure to perform has not been cured within 10 Business Days of receipt of written notice to Buyer from the Seller with respect to any such inaccuracy or failure to perform), in each case that would cause one or more conditions set forth in Section 5.3 not to be satisfied; provided that the Seller is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 5.2 not to be satisfied; (e) by the Buyer, if prior to the Closing Date a representation or warranty of the Seller contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), or a material failure to perform any covenant contained hereinor agreement on the part of the Seller set forth in this Agreement shall have occurred (provided such inaccuracy or failure to perform has not been cured within 10 Business Days of receipt of written notice to Seller from the Buyer with respect to such inaccuracy or failure to perform), such breach in each case that would cause one or more conditions set forth in Section 5.2 not to be satisfied; provided that the Seller is not cured within ten then in breach of this Agreement so as to cause any of the conditions set forth in Section 5.3 not to be satisfied; or (10f) days after by either the Seller or the Buyer (the “First Party” for the purposes of this Section 9.1(f)), by written notice to the JDH Entities by other Party, if any permanent Order having the Stockholders; providedeffect of permanently restraining, howeverenjoining or prohibiting the Transactions shall have become final and non-appealable, provided that no cure period will be permitted for any such breach that by the First Party has complied with all of its nature cannot be cured or as a result of such breachobligations hereunder in all material respects.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given to the non-terminating Parties prior to the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the StockholdersBuyer, on the one hand, or by the JDH EntitiesSeller, on the other hand, if: (i) at any time following execution and delivery by written notice to the other, if the consummation of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing Transactions shall not have occurred on or before December 31, 20052023 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii12.1(a) will shall not be available to any party Party whose action or failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement act has been the principal cause of, of or resulted in, in the failure of the Closing to occur on or before the End Date and such date; or (iii) the Incapacity action or failure to act constitutes a breach of JQH occurs at any time prior to the Effective Timethis Agreement; (b) by mutual Seller by written consent of the parties hereto; (c) by the JDH Entitiesnotice to Buyer, if any of the Stockholders Buyer shall have materially breaches breached or failed to perform any of its representations, warranties, covenants or other agreements under contained in this Agreement, and such material breach or failure to perform would give rise to or is reasonably likely to result in the failure of a condition set forth in Section 11.3 to be satisfied but only if (i) Seller has delivered to Buyer written notice stating Seller’s intention to terminate this Agreement pursuant to this Section 12.1(b) (provided and describing the reasonable basis therefor), and (ii) such violation or breach has not been cured prior to the earlier of (A) the End Date or (B) the date that is ten (10) Business Days from the date that Buyer receives the notice from Seller pursuant to the preceding clause (i); provided, Seller shall not be entitled to terminate this Agreement pursuant to this Section 12.1(b) if there has been a material violation or material breach by Seller of any representation, warranty, covenant or other agreement of contained in this Agreement which has prevented or would reasonably likely prevent the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence satisfaction of any breach thereof on condition to the part obligations of the StockholdersBuyer set forth in Section 11.2; (c) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after by Buyer by written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the StockholdersSeller, if either of the JDH Entities Seller shall have materially breaches breached or failed to perform any of its their representations, warranties, covenants or other agreements under contained in this Agreement, and such material breach or failure to perform would give rise to or is reasonably likely to result in the failure of a condition set forth in Section 11.2 but only if (i) Buyer has delivered to Seller written notice stating Xxxxx’s intention to terminate this Agreement pursuant to this Section 12.1(c) (provided and describing the reasonable basis therefor), and (ii) such violation or breach has not been cured prior to the earlier of (A) the End Date or (B) the date that is ten (10) Business Days from the date that Seller receives the notice from Buyer pursuant to the preceding clause (i); provided, Buyer shall not be entitled to terminate this Agreement pursuant to this Section 12.1(c) if there has been a material violation or material breach by Buyer of any representation, warranty, covenant or other agreement of contained in this Agreement which has prevented or would reasonably likely prevent the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence satisfaction of any breach thereof condition to the obligations of Seller set forth in Section 11.3; (d) by Buyer, on the part of one hand, Seller, on the JDH Entities) andother hand, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after by written notice to the JDH Entities other, if (i) there shall be any Law enacted, issued, entered into, enforced or promulgated by any Governmental Authority that makes consummation of the StockholdersTransactions illegal or otherwise prohibits consummation of the Transactions or (ii) any Governmental Order (whether temporary, preliminary, or permanent) has been issued, enacted, promulgated, entered into or enforced by any Governmental Authority and be in effect precluding, restraining, restricting, enjoining or prohibiting the consummation of the Transactions and such Governmental Order is final and non-appealable; provided, however, that no cure period will be permitted for any such breach that or (e) by its nature cannot be cured or as a result mutual written consent of such breachXxxxx and Seller.

Termination Events. Subject (a) Without prejudice to other remedies which may be available to the provisions of Section 6.2parties by law or under this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery by mutual consent of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderparties hereto; (ii) by any party by notice to the other party if the Closing shall not have occurred on been consummated by June 30, 2001 (or before such later date in order to provide the 45 day financing period referred to in Section 9.1), provided (A) that if all conditions to the Closing other than those set forth in Section 8.1(b) shall have been satisfied, such termination date shall be automatically extended until December 31, 2005; provided, however, 2001 (or such later date in order to provide the 45 day financing period referred to in Section 9.1) and (B) that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iiclause (ii) will shall not be available (x) to any party whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such datedate or (y) in the event that the Closing shall not have occurred as a result of a failure of any representation to be true and correct, the terminating party shall not have the right to terminate this Agreement if such party knew of such breach prior to the date of this Agreement; orand (iii) by either party, if a final order, decree or ruling enjoining or otherwise prohibiting any of the Incapacity transactions contemplated by this Agreement has been issued by any federal or state court in the United States (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) if the failure to consummate such prohibited transaction (i) could not be remedied in accordance with Section 2.4 and (ii) would have a material adverse effect on the business, operations, assets or financial condition of JQH occurs at the Water Business taken as a whole, following the Closing Date, provided that the party seeking to terminate this Agreement under this clause (iii) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (iii) shall not be available to any time prior party who shall not have used commercially reasonable efforts (including in connection with the obligations specified in Section 6.3) to avoid the Effective Time;issuance of such order, decree or ruling. (b) by mutual written consent of If the parties hereto;Closing does not occur due to Purchaser's failure to satisfy the conditions set forth in Sections 8.2(a) or 8.2(b), Purchaser shall pay Seller $7,500,000. (c) by If the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach approvals set forth in Section 6.18 is not cured received within ten (10) days after written notice the period set forth in Section 6.18, Seller shall have the right to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under terminate this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the ------------------ transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written agreement of Buyer and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSeller; (b) by mutual either Buyer or Seller, upon written consent notice to the other, at any time, if the other is in breach or default of the parties heretoits respective covenants, agreements, or other obligations herein or in any Transaction Document, or if any of its representations herein or in any Transaction Document are not true and accurate in all material respects when made or when otherwise required by this Agreement or any Transaction Document to be true and accurate in all material respects, and such breach, default or failure is not cured within 30 days of receipt of notice that such breach, default or failure exists or has occurred; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants either Buyer or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Seller upon written notice to the Stockholders other, if Closing shall not have occurred by the JDH Entities; provided, however, that no cure period will be permitted Outside Closing Date for any reason other than a breach or default by such breach that party of its respective covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and accurate in all material respects when made or when otherwise required by its nature cannot this Agreement to be cured or as a result of such breach; ortrue and accurate in all material respects; (d) by the Stockholderseither Buyer or Seller, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after upon written notice to the JDH Entities other, if the Closing has not occurred by July 31, 1998; (e) by Buyer upon written notice to Seller, if the Stockholders; Asset Exchange Agreement is terminated for any reason and if Cable One, Inc. has not been required by TWEAN to assign this Agreement to TWEAN or its designee in accordance with Section 11.6, provided, however, that no cure period will be permitted for any such breach that by its nature cantermination shall not be cured or affect TWEAN's obligations under the Performance Agreement to consummate the transactions contemplated hereby; or (f) as a result of such breachotherwise provided herein.

Termination Events. Subject to the provisions of Section 6.2, this ​ This Agreement may be terminated and the transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows:: ​ (a) at any time, by mutual written agreement of the StockholdersSecurityholders’ Representative and Parent; or ​ (b) by Parent, on at any time prior to the one handClosing, or by the JDH Entities, on the other hand, if: if (i) the Company or the Securityholders’ Representative is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; or ​ (c) by the Securityholders’ Representative, at any time following execution and delivery prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the Short-Term Line of Credit Agreement and prior to Closingrepresentations, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 incapable of being satisfied; ​ (d) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not have occurred on or before December 31, 2005prior to such date; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(d) will shall not be available to any such party whose failure to perform if the action or observe inaction of such party (or in the case of the Securityholders’ Representative, the Company) or any of its obligations under this Agreement or any Transaction Agreement Affiliates has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such datedate and such action or failure to act constitutes a breach of this Agreement; oror ​ (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (be) by mutual written consent either Parent or the Securityholders’ Representative if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of such party (or in the case of the parties hereto; (cSecurityholders’ Representative, the Company) by the JDH Entities, if any of the Stockholders materially breaches or any of its representations, warranties, covenants Affiliates has been a principal cause of or other agreements under this Agreement (provided that any representation, warranty, covenant resulted in such Order or agreement of the Stockholders contained herein that is subject to action and such action or inaction constitutes a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.Agreement. ​ ​ ​

Termination Events. Subject By written notice given prior to or at the provisions of Closing, subject to Section 6.28.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by Parent, in the Stockholdersevent Vianeta breaches any representation, on the one handwarranty or covenant contained in this Agreement, or by the JDH Entities, on the other hand, if: and such breach (i) at individually or in combination with any time following execution other breach, would cause any condition set forth in Section 7.1 or Section 7.2 not to be satisfied, and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall is not have occurred on or before December 31, 2005; provided, however, that the right cured within thirty (30) days following delivery of written notice of such breach from Parent to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeVianeta; (b) by mutual Vianeta, in the event Holdings, Parent or Merger Sub breaches any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.3 not to be satisfied, and (ii) is not cured within thirty (30) days following delivery of written consent notice of the parties heretosuch breach from Vianeta to Parent; (c) by the JDH EntitiesParent or Vianeta, 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 Stockholders materially breaches transactions contemplated hereby and such Order has become final and nonappealable, or if any Legal Requirement has been enacted, promulgated or enforced since the date of its representations, warranties, covenants or other agreements under this Agreement (provided by any Governmental Authority that any representation, warranty, covenant or agreement makes the consummation of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; ortransactions contemplated hereby illegal. (d) by the StockholdersParent or Vianeta, if either the satisfaction of any of the JDH Entities materially breaches any conditions to such party's obligation to close the transactions contemplated hereby as set forth in Article VII becomes impossible (other than through the failure of the terminating party to comply with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) and such party has not waived such condition on or before such date; (provided that any representatione) by mutual consent of Parent and Vianeta; (f) by Parent or Vianeta, warrantyif the Closing has not occurred on or before March 31, covenant 2006, or agreement of such later date as the JDH Entities contained herein that parties may agree upon, unless the terminating party is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any in material breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions The occurrence of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness any one or more of the Merger in the manner hereinafter provided, as followsfollowing events shall constitute a Termination Event: (a) the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by the Stockholders, on the one hand, it hereunder or by the JDH Entities, on the other hand, if: (i) at under any time following execution and delivery of the Short-Term Line of Credit Agreement Transaction Documents when due hereunder or thereunder and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; failure continues for one (ii1) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such dateBusiness Day; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant certification or agreement statement made by the Transferor, the Collection Agent or any Seller in this Agreement, 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 date a Responsible Officer of the Stockholders contained herein Transferor obtains knowledge thereof; provided further that is subject no grace period shall apply to Sections 3.01(c), 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of this Agreement (and, for the avoidance of doubt, the cure period described in the first proviso of this Section 7.01(b) 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 materiality 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 (c) the Transferor, any Seller or similar qualification will not be so qualified for purposes of determining the existence Collection Agent shall default in the performance of any breach thereof on the part of the Stockholdersundertaking (other than those covered by clause (a) and, with respect to above) under any breach of a covenant contained herein, Transaction Document and such breach is not cured within default shall continue for ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result Responsible Officer of such breachparty has knowledge thereof; or (d) by the StockholdersTransferor shall fail to make any payment of principal or interest in respect of any Indebtedness 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, if either or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (e) any Event of Bankruptcy shall occur with respect to the JDH Entities materially breaches Transferor, the Collection Agent, any Seller, the Parent or any of its representationsSubsidiaries; or (f) after the filing in the appropriate offices of the financing statements described in Sections 4.01(c), warranties4.01(d), covenants 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 (g) a Collection Agent Default shall have occurred; or (h) the Transferor, the Parent 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 reasonable opinion of the Administrative Agent, materially adversely affect the collectibility of the Receivables sold by such Seller or the performance of such Seller's obligations under the transaction documents); or (i) there shall have occurred any event or condition which would have material adverse effect on either the collectibility of the Receivables or the ability of the Transferor or any Seller to perform its respective obligations under the Transaction Documents to which it is a party since the Closing Date; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment from previously received Collections or other agreements under this Agreement (provided that any representation, warranty, covenant funds available to the Transferor or agreement increases the balance of the JDH Entities contained herein Receivables on the next Business Day following such breach so as to reduce the Percentage Factor to less than or equal to 100%; or (ii) the Net Investment shall exceed the Facility Limit; or (k) the average Dilution Ratio for the three preceding Settlement Periods exceeds 2.5%; or (l) the average Default Ratio for the three preceding Settlement Periods exceeds 3%; or (m) the Parent or any of its Subsidiaries default in the observance or performance of Section 6.13 or 6.14 of the Credit Agreement or an Event of Default (as such term is defined in the Credit Agreement) described in Section 7.01(r) of the Credit Agreement shall have occurred; or (n) a Responsible Officer of the Transferor receives notice or becomes aware that is subject a notice of Lien has been filed against the Transferor or the Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part plan to which Section 412(n) of the JDH EntitiesCode or Section 302(f) and, with respect of ERISA applies; or (o) the Receivables Purchase Agreement is terminated; or (p) the Parent and the Sellers (in the aggregate) shall fail to any breach maintain 100% ownership of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachTransferor.

Termination Events. Subject to the provisions of Section 6.2, this (A) This Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness Closing: (1) by the mutual written agreement of the Merger in the manner hereinafter provided, as followsBuyer and Seller; (2) by Buyer or Seller: (a) by the Stockholderson or after August 31, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) 2007 if the Closing shall not have occurred by the close of business on or before December such date, provided that such date may, from time to time, be extended by either party (with written notice to the other party) up to and including August 31, 20052007, in the event that the conditions set forth in 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”); provided, howeverand provided further, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will terminating or extending party may not be available to any party whose failure to perform or observe in default of any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, hereunder and may not have caused the failure of the Closing transactions contemplated by this Agreement to occur have occurred on or before such date; or (iiib) if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Incapacity consummation of JQH occurs at the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any time 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 condition is not waived in writing by Buyer) on or prior to the Effective TimeClosing 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; (b4) by mutual written consent Seller if there is a breach of the parties hereto; (c) by the JDH Entities, if any representation or warranty set forth in Article V or of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, 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 Stockholders contained herein that 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 subject not waived in writing by Seller) on or prior to a materiality the Closing Date, or similar qualification will not be so qualified for purposes of determining the existence occurrence of any breach thereof on event which results or would result in the part of the Stockholders) and, with respect to any breach failure of a covenant contained hereincondition 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, such breach is not cured within ten (10) days after Buyer and/or Seller, as applicable, shall deliver written notice to the Stockholders 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 JDH EntitiesConfidentiality 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 no cure period will be permitted nothing in this Section 9.3 shall relieve Buyer or Seller of any Liability for any such willful breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice occurring prior to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result proper termination of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the StockholdersBuyer, on the one hand, or if a Breach of any provision of this Agreement is committed by the JDH EntitiesSeller, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder such Breach is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on waived or before December 31, 2005cured within 30 days after notice thereof; provided, however, that the such notice and cure right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will shall not be available deemed to any party whose failure allow the Seller to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been extend the cause of, or resulted in, Contemplated Transactions to a date after the failure of the scheduled Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeDate; (b) by mutual written consent Seller, if a Breach of any provision of this Agreement is committed by Buyer, and such Breach is not waived or cured within 30 days after notice thereof; provided, however, that such notice and cure right shall not be deemed to allow the parties heretoBuyer to extend the Contemplated Transactions to a date after the scheduled Closing Date; (c) by the JDH EntitiesBuyer, if any of the Stockholders materially breaches any conditions in Article 6 are not satisfied as of the Closing Date or such earlier date as specifically provided in Article 6 hereof, or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its representations, warranties, covenants or other agreements obligations under this Agreement (Agreement), and Buyer has not waived such condition on or before the Closing Date or such earlier date as specifically provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orin Article 6 hereof; (d) by the Stockholders, Seller if either any of the JDH Entities materially breaches any conditions in Section 8 are not satisfied as of the Closing Date, or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with its representations, warranties, covenants or other agreements obligations under this Agreement Agreement) and Seller has not waived such condition on or before the Closing Date; or (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiese) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after by either party upon written notice to the JDH Entities by other party if the Stockholders; providedClosing has not occurred on or before April 30, however2008, provided in each case that no cure period will the party seeking termination shall not then be permitted for any such in breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Parent if (i) at any time following execution the representations and delivery warranties of OWL and the Short-Term Line of Credit Major Stockholder contained in this Agreement shall not be true and prior to Closingcorrect, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; or (ii) OWL and/or the Closing Major Stockholder shall have failed to perform any obligation or to comply with any agreement or covenant to be performed or complied with by he, she or it under this Agreement, in each case such that the conditions set forth in Sections 7.1 (Representations and Warranties) or Section 7.2 (Agreements and Covenants) would not have occurred on or before December 31be satisfied, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will (i), such untruth or incorrectness or such failure cannot be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has not been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after the giving of written notice thereof to the Stockholders Stockholders’ Representative; (b) by OWL if (i) the JDH Entities; representations and warranties of the Parent and Merger Sub contained in this Agreement shall not be true and correct, or (ii) the Parent or Merger Sub shall have failed to perform any obligation or to comply with any agreement or covenant to be performed or complied with by he, she or it under this Agreement, in each case such that the conditions set forth in Sections 8.1 (Representations and Warranties) or Section 8.2 (Agreements and Covenants) would not be satisfied, provided, however, that no cure period will be permitted for any such breach that by its nature untruth or incorrectness or failure cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will has not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not been cured within ten (10) days after the giving of written notice thereof to the JDH Entities Parent; (c) by the Stockholdersmutual consent of the Parent and OWL; providedor (d) by either the Parent if the Closing has not occurred (other than through the failure of the party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before June 30, however2011, that no cure period will be permitted for any or such breach that by its nature cannot be cured or later date as a result of such breachthe parties may agree upon.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholdersmutual written consent of Buyer and Stockholder Representative; (b) by any Party hereto if the Closing has not taken place on or before 19:00 p.m. (Israel time) on August 31, on 2019, unless such Party is in breach of any of the one hand, provisions of this Agreement; (c) by either Buyer or by the JDH Entities, on the other hand, Stockholder Representative if: : (i) at a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable order, decree or ruling, or shall have taken any time following execution and delivery other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Short-Term Line of Credit Agreement and prior to Closingtransactions contemplated by this Agreement; or (ii) there shall be any legal requirement enacted, funding thereunder is not available promulgated, issued or deemed applicable to the borrower thereunder upon transactions contemplated by this Agreement by any Governmental Authority that would make consummation of such borrower's satisfaction of all applicable terms and conditions thereundertransactions illegal; (d) by Buyer if: (i) any of the representations and warranties of the Sellers 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 6.1 would not be satisfied; (ii) any of the Closing covenants and obligations which the Sellers is required to comply with or to perform as set forth in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; or (iii) a Company Material Adverse Effect shall have occurred on and the change or before December 31, 2005effect resulting therefrom continues in effect such that the condition set forth in Section 6.4 would not be satisfied; provided, however, that, for purposes of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Sellers as of a date subsequent to the date of this Agreement or a breach of a covenant or obligations by the Sellers is curable by the Stockholder Representative or the Sellers through the use of reasonable efforts before 19:00 p.m. (Israel time) on the 14th day after Buyer notifies the Stockholder Representative in writing of the existence of such inaccuracy or breach (the “Sellers Cure Period’’), then Buyer may not terminate this Agreement under this Section 8.l(d) as a result of such inaccuracy or breach prior to the expiration of the Sellers Cure Period, provided that the right Stockholder Representative or the Sellers, as applicable, during the Sellers Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 6.1(a)(ii8.l(d) will with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Sellers Cure Period); or (iv) any of the other conditions to Closing set forth in Section 6 have not been satisfied by August 31, 2019. (e) by the Stockholder’s Representative if: (i) any of Buyer’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 7.1 would not be available to any party whose failure to perform satisfied; or observe (ii) if any of its obligations under Buyer’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) a Buyer Material Adverse Effect shall have occurred and the Incapacity of JQH occurs at any time prior to change or effect resulting therefrom continues in effect such that the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 7.5 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiessatisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any of Buyer’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts before 19:00 p.m. (Israel time) on the 14th day after the Stockholder Representative notifies Buyer in writing of the existence of such inaccuracy or breach that by its nature can(the “Buyer Cure Period”), then the Stockholders Representative may not be cured or terminate this Agreement under this Section 8.l(e) as a result of such breach; or (d) by inaccuracy or breach prior to the Stockholders, if either expiration of the JDH Entities materially breaches any of its representationsBuyer Cure Period, warrantiesprovided Buyer, covenants during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or other agreements under breach (it being understood that the Stockholder Representative may not terminate this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiesthis Section 8.1(e) and, with respect to any such inaccuracy or breach of a covenant contained herein, if such inaccuracy or breach is not cured within ten (10) days after written notice prior to the JDH Entities expiration of the Buyer Cure Period); or (iv) any of the other conditions to Closing set forth in Section 7 have not been satisfied by the Stockholders; providedAugust 31, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach2019.

Termination Events. Subject to the provisions of Section 6.29.2, this Agreement may be terminated and abandoned, the transactions contemplated by written notice given this Agreement may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter providedClosing (unless otherwise specified), as follows: (a) by the Stockholdersmutual written consent of HTC and Buyer; or (b) by either HTC or Buyer, on the one hand, or by the JDH Entities, on upon written notice to the other handparty, if: (i) at there will be in effect any time following execution Law or Order or any Governmental Authority shall have enacted, promulgated or issued any statute, rule, regulation, ruling, writ or injunction, or taken any other action, restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and delivery all appeals and means of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderappeal therefrom have been exhausted; (ii) the Closing shall not have occurred on or before December 31September 1, 20052011 or such later date as the parties may agree upon (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(b)(ii) will shall not be available to any party whose breach of any representation or warranty or failure to perform or observe comply with any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) (A) in the Incapacity event of JQH occurs at any time prior a material breach of this Agreement by the non-terminating party if such non-terminating party fails to cure such breach within 30 days following notification thereof by the terminating party; or (B) upon notification to the Effective Time; (b) by mutual written consent of the parties hereto; (c) non-terminating party by the JDH Entities, if terminating party that the satisfaction of any of conditions to the Stockholders materially breaches any of its representations, warranties, covenants or other agreements terminating party’s obligations under this Agreement (provided has become impossible and that the failure of such condition to be satisfied is not caused by a breach of this Agreement by the terminating party. For purposes of this Section 9.1( b)(iii), a breach by Seller or the Acquired Company of any representation, warranty, covenant or agreement of the Stockholders contained set forth herein that is subject shall be deemed to be a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by HTC. Notwithstanding the foregoing and except as provided in Section 9.1(c), the parties agree that a change to the list of client accounts referenced in Section 3.6 shall not give rise to a right by Buyer to terminate this Agreement or delay the Closing. (c) by Buyer if the Assets under management [as of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes close of determining the existence of any breach thereof business on the part Closing Assets Measurement Date] computed in accordance with Section 8.2(e) of this Agreement shall have dropped below 60% of the JDH Entities) andAssets under management as of the Assets Under Management Measure Date, also as computed in accordance with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSection 8.2(e).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual consent of the Short-Term Line of Credit Agreement Purchaser and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeCompany; (b) by mutual written consent the Purchaser if there has been a breach of any of the parties heretoCompany’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the breach from the Purchaser; (c) by the JDH Entities, Company if there has been a breach of any of the Stockholders materially breaches any of its Purchaser’s or the Merger Sub’s representations, warrantieswarranties or covenants contained in this Agreement, covenants which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from the Company; (d) by either the Purchaser or the Company if any Governmental Authority of competent jurisdiction has issued a nonappealable final Judgment or taken any other agreements nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (e) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser or the Merger Sub to comply fully with its obligations under this Agreement (provided that any representationAgreement) on or before May 24, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities2010; provided, however, that no cure such period will be permitted for any such breach that extended to June 24, 2010 to the extent necessary to satisfy the conditions set forth in Section 6.1(c) (except in circumstances contemplated by its nature cannot be cured or as a result of such breach; or subsection (d) hereof); (f) by the Stockholders, Company if either the Closing has not occurred (other than through the failure of the JDH Entities materially breaches any of Company to comply fully with its representations, warranties, covenants or other agreements obligations under this Agreement (provided that any representationAgreement) on or before May 24, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders2010; provided, however, that no cure such period will be permitted for any such breach extended to June 24, 2010 to the extent necessary to satisfy the conditions set forth in Section 6.2(c) (except in circumstances contemplated by subsection (d) hereof); or (g) by the Purchaser upon receipt of an Update Notification from the Company, so long as that by its nature cannot be cured the conditions set forth in Section 6.2 have been satisfied or as a result of such breachotherwise waived.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by at any time prior to Closing upon prior written notice given prior by (or on behalf of) the party electing to terminate this Agreement to the effectiveness of the Merger in the manner hereinafter provided, as followsother party: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual agreement of the Short-Term Line of Credit Agreement Buyer and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderSeller (expressed in writing); (iib) by either Buyer or Seller if any permanent injunction, court order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction or new law or change to existing law permanently restraining, enjoining or otherwise preventing the consummation of the transactions contemplated hereby shall have been issued and become final and non-appealable; (c) by either the Buyer or the Seller if the Closing shall not have occurred on or before December 31by January 1, 20052006; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(c) will shall not be available to (i) any party whose breach of its representations and warranties in this Agreement or whose failure to perform or observe any of its obligations covenants and agreements under this Agreement or any Transaction Agreement has shall have been the a contributing cause of, or resulted in, the failure of the Closing to occur on or before such date, or (ii) any party whose failure to fulfill any material obligation under this Agreement or whose failure to use all good faith efforts to promptly cause the satisfaction of the conditions under Article 7 or Article 8, as applicable, has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (iii) provided, further, if the Incapacity Closing shall not have occurred by January 1, 2006 solely as a result of JQH occurs at any time prior the parties’ failure to obtain or receive the Effective Timeitems set forth on Schedule 11.1(c), this Agreement shall not be terminable pursuant to this Section 11.1 until February 28, 2006; (bd) by mutual written consent of Buyer, if a Material Adverse Effect shall have occurred since the parties hereto;Balance Sheet Date. (ce) by the JDH Entities, if Buyer upon a breach in any material respect of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) andSeller set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained hereinthe Seller shall have been materially breached or shall have been or become materially untrue, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for in any such breach case that the conditions set forth in Article 7 would be incapable of being satisfied by its nature cannot January 1, 2006 (or any later date as such date may be cured or as a result otherwise extended by mutual agreement of such breachthe parties); (f) by Buyer pursuant to Section 2.3; or (dg) by the Stockholders, if either Seller upon a breach in any material respect of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) andBuyer set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for Buyer shall have been materially breached or shall have been or become materially untrue in any such breach case such that the conditions set forth in Article 8 would be incapable of being satisfied by its nature cannot January 1, 2006 (or any later date as such date may be cured or as a result otherwise extended by mutual agreement of such breachthe parties).

Termination Events. Subject to the provisions of Section 6.2, this (a) This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, ifClosing: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; Purchaser, the Company and the Stockholders’ Representative; (cii) by written notice from the JDH EntitiesPurchaser to the Company and the Stockholders’ Representative, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the Stockholders contained herein that is subject to a materiality conditions in Section 5.1 or similar qualification will Section 5.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) twenty (21) days after written notice thereof is given by the Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 5.1 or Section 5.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Stockholders by Purchaser, and (B) the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachExpiration Date; or (div) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, if either as the case may be, in the event the Closing has not occurred on or prior to December 31, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the JDH Entities materially breaches any party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of its representations, warranties, covenants or other agreements under termination of this Agreement (provided that any representationpursuant to this ARTICLE VIII, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not this Agreement shall forthwith become void and there shall be so qualified for purposes of determining the existence of any breach thereof no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 4.7 (Confidentiality), Section 10.3 (Fees and Expenses), Section 10.4 (Waiver; Amendment), Section 10.5 (Entire Agreement), Section 10.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 10.7 (Governing Law; Venue), Section 10.8 (Attorneys’ Fees), Section 10.9 (Assignment and Successors), Section 10.11 (Notices), Section 10.12 (Severability), Section 10.13 (Schedules and Exhibits) and this Section and the JDH Entitiesdefinitions used in each of the foregoing sections, including those set forth in Exhibit 1 hereto, all of which shall survive such termination and the Termination Date. In addition, within two (2) anddays of the termination date, the Company shall return the Purchaser the loan amount provided to the Company by Purchaser, in a principal amount of US $96,295together with respect to any accrued interest. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholdersmutual consent of Parent and the Company; (b) by either Parent or the Company if the Closing has not taken place on or before the End Date (as defined below), other than as a result of any failure on the one hand, part of such terminating party to comply with or perform any covenant or obligation of such terminating party set forth in this Agreement; (c) by the JDH Entities, on the other hand, if: Parent if (i) at any time following execution and delivery representation or warranty of the Short-Term Line Company or any Key Stockholder contained in this Agreement shall be inaccurate or shall have been breached as of Credit Agreement and prior to Closingthe date of this Agreement, funding thereunder is not available or shall have become inaccurate or shall be breached as of a date subsequent to the borrower thereunder upon date of this Agreement (as if made on such borrower's satisfaction subsequent date), such that the condition set forth in Section 7.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, (A) all applicable terms “Material Adverse Effect” and conditions thereunder; other materiality qualifications (other than those set forth in Section 2.5(a)), and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) any of the Closing covenants or obligations of the Company or any Key Stockholder contained in this Agreement shall not have occurred on or before December 31, 2005been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of the right Company or any Key Stockholder as of a date subsequent to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any the date of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for Company or any such breach that by its nature cannot be cured or as a result of such breach; or (d) Key Stockholder is curable by the Stockholders, if either Company or such Key Stockholder through the use of commercially reasonable efforts during the JDH Entities materially breaches any 30-day period after Parent notifies the Company in writing of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any such inaccuracy or breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.the

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Seller and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderBuyer; (iib) by either Seller or Buyer by giving written notice to the other Party if the Closing shall not have occurred on or before December 31by September 14, 20052022 (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 all of the conditions to Closing other than 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 pursuant to under this Section 6.1(a)(ii9.1(b) will shall not be available to any party Party whose failure to perform or observe fulfill any of its obligations under this Agreement or any Transaction Agreement has been the primary cause of, or resulted in, of the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoOutside Date; (c) by either Seller or Buyer by giving written notice to the JDH Entities, other Party if any of the Stockholders materially breaches any of such other Party has breached its representations, warranties, covenants covenants, agreements or other agreements under this Agreement obligations hereunder, or if any representation or warranty of such other Party has become inaccurate, in each case in a manner that (provided that taking all such breaches or inaccuracies into account) would reasonably be expected to cause any representationcondition 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, warranty, covenant or agreement of the Stockholders contained herein that is subject not to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) satisfied and, with respect to any breach if of a covenant contained hereincharacter capable of being cured, such breach is has not been cured within ten the earlier of (10x) three (3) Business Days prior to the Outside Date and (y) thirty (30) days after written notice to the Stockholders notification thereof by the JDH EntitiesParty seeking termination hereunder (a “Terminable Breach”); provided, however, provided that no cure period will be permitted for any such breach that by its nature canthe right to terminate this Agreement under this Section 9.1(c) shall not be cured or as available to a result of Party if such breach; orParty is in Terminable Breach at such time. (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants Seller or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Buyer by giving written notice to the JDH Entities 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 consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be subject to appeal or shall have become final and non-appealable; or (e) by Seller if (i) all the Stockholders; provided, however, that no cure period will conditions set forth in Section 7.1 and Section 7.3 have been satisfied (and continue to be permitted for satisfied) or irrevocably waived (other than any such breach conditions which 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 its nature cannot be cured or as a result of such breachBuyer pursuant to Section 6.14(c).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, By Synquest on the one hand, or by the JDH EntitiesTilion, on the other hand, if: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) at By Synquest if any time following execution and delivery of the Short-Term Line conditions in Article VI or VII has not been satisfied as of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's Closing Date or if satisfaction of all applicable terms 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 thereunderin 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; (iic) By mutual consent of Synquest and Tilion; (d) By either Synquest or Tilion if the Closing shall has not have occurred on or before December 31, 2005; provided, however, that (other than through the right failure of any party seeking to terminate this Agreement pursuant to this Section 6.1(a)(iisubparagraph (d) will not be available to any party whose failure to perform or observe any of comply fully with its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur Agreement) on or before January 31, 2003, or such date; or (iii) later date as the Incapacity of JQH occurs at any time prior to the Effective Timeparties may agree upon; (be) At the election of Tilion, if Synquest has not satisfied the conditions specified in either Section 8.10 or Section 8.11, by mutual providing written consent notice of its exercise of such termination rights to Synquest within five days following receipt of the parties hereto; (c) by the JDH Entitiescertificates provided for in Section 8.10 and Section 8.11, if any respectively. If Synquest has not received written notice of the Stockholders materially breaches any exercise of its representationssuch termination rights within the time period specified in the preceding sentence, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of then the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period conditions set forth in Sections 8.10 and 8.11 will be permitted for any such breach that by its nature cannot be cured or as a result deemed satisfied and the terms of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachconditions fulfilled.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the transactions contemplated herein may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderParties; (iib) after July 14, 2022 (the “Outside Date”) by any Party by notice to the other Party if the Closing shall not have occurred on or before December 31, 2005prior to the Outside Date; provided, however, that if, on the Termination Date, the conditions to the Closing set forth in (i) Section 7.1(a) (solely to the extent any such Order is in respect of an Antitrust Law), (ii) Section 7.1(b) or (iii) Section 7.2(c) (solely to the extent relating to the failure of a condition in respect of an Antitrust Law) shall not have been fulfilled but all other conditions to the Closing set forth in Article 7 have been waived or fulfilled (other than those conditions that by their terms cannot be satisfied prior to the Closing, but which conditions would be satisfied if the Closing occurred on such date), then the Outside Date shall automatically, without any action on the part of the parties hereto, be extended to January 14, 2023; provided that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to perform any of its obligations under this Agreement was the primary cause of the failure of the Closing to occur on or before such date; (c) by either Party by notice to the other Party, if a Governmental Authority of competent jurisdiction shall have issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Purchase Transaction on the Closing Date (provided that neither Party shall have the right to terminate this Agreement pursuant to this Section 10.1(c) if such Party’s failure to perform its obligations under this Agreement was the primary cause of such Order); (d) by Seller by notice to Buyer, if there has been a breach of any representation or warranty set forth in Article 5, or a breach or failure to perform any covenant or agreement on the part of Buyer set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.2(a) or Section 7.2(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 Buyer of written notice of such breach or failure to perform from Seller (provided, that the failure to deliver the full consideration payable pursuant to Article 8 at the Closing as required hereunder shall not be subject to cure hereunder unless otherwise agreed to in writing by Seller); provided, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii10.1(d) will not be available to Seller if Seller is then in breach of any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided such that any representationcondition set forth in Section 7.3(a) or Section 7.3(b) is incapable of being satisfied; (e) by Buyer by notice to Seller, warrantyif there has been a breach of or failure to perform any representation or warranty set forth in Article 4, or a breach or failure to perform any covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of Seller set forth in this Agreement, which breach or failure to perform (i) would cause the Stockholdersconditions set forth in Section 7.3(a) andor Section 7.3(b) not to be satisfied and (ii) shall not have been cured within 20 Business Days (or by the Outside Date, with respect if earlier) following receipt by Seller of written notice of such breach or failure to any perform from Buyer; provided, that the right to terminate this Agreement pursuant to this Section 10.1(e) will not be available to Buyer if Buyer is then in breach of a covenant any representations, 95 warranties, covenants or agreements contained hereinin this Agreement such that any condition set forth in Section 7.2(a) or Section 7.2(b) is incapable of being satisfied; (f) by Seller, if (i) Buyer shall have failed to consummate the Purchase Transaction within two Business Days after the date on which the Closing should have occurred pursuant to Section 8.1, (ii) all the conditions set forth in Section 7.1 and Section 7.3 would have been satisfied if the Closing were to have occurred at such breach is not cured within ten time (10other than those conditions that by their terms are to be satisfied by actions taken at the Closing provided such conditions would have been capable of being satisfied as of such date if the Closing were to occur), and (iii) days after Seller shall have given written notice to Buyer at least two Business Days prior to the Stockholders by termination of this Agreement pursuant to this Section 10.1(f) (which notice may be given on the JDH Entities; provideddate the Closing should have occurred) that Seller stands ready, however, that no cure period will be permitted for any such breach that by its nature cannot be cured willing and able to consummate the Purchase Transaction (subject to the satisfaction or as a result waiver of such breachall of the conditions set forth in Section 7.2); or (dg) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written Party by notice to the JDH Entities by other Party if the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAli Merger Agreement is terminated.

Termination Events. Subject Anything contained in this Agreement to the provisions of contrary notwithstanding (other than as provided in Section 6.211.1(c)(iv)), this Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing Date: (a) by the Stockholders, on the one hand, either Sellers or by the JDH Entities, on the other hand, ifBuyer: (i) at if the Bankruptcy Court rules that it does not approve this Agreement for any time following execution and delivery of reason or if a Governmental Authority issues a final, non-appealable ruling or Order permanently prohibiting the Short-Term Line of Credit transactions contemplated hereby, provided, however, that the right to terminate this Agreement and prior pursuant to Closing, funding thereunder is this Section 11.1(a)(i) shall not be available to the borrower thereunder upon any Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in such borrower's satisfaction of all applicable terms and conditions thereunderruling or Order; (ii) by mutual written consent of Sellers and Buyer; (iii) if the Closing shall not have occurred by the close of business on or before December March 31, 20052015 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii11.1(a)(iii) will shall not be available to any party Party whose failure to perform or observe any breach of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or agreements contained herein results in the failure of the Closing to be consummated by such time; (iv) if Sellers (A) file any stand-alone plan of reorganization or liquidation (or announce support of any such plan filed by any other agreements under party) that does not contemplate, or that would be reasonably expected to impede or delay the implementation or consummation of, the transactions provided for in this Agreement or (provided that any representation, warranty, covenant or agreement of B) consummate an Alternative Transaction; or (v) if the Stockholders contained herein that is subject to a materiality or similar qualification will Buyer and Sellers have not be so qualified for purposes of determining the existence of any breach thereof agreed on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured Projected Inventory within ten (10) days after written notice to following the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachdate hereof.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after the adoption of this Agreement by the Merger in the manner hereinafter provided, as follows:Company’s stockholders): (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by either the Company or Parent if the Closing shall has not have occurred taken place on or before December 5:00 p.m. (Eastern time) on May 31, 20052017 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(b) will of this Agreement (with respect to either date set forth in this subsection (b)) shall not be available to any party whose breach of any provision of or failure to perform or observe any of comply with its obligations under this Agreement or any Transaction Agreement has been is the primary cause of, or resulted in, of the failure of the Closing Merger to occur be consummated by the End Date or August 31, 2017, as the case may be; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any party until August 31, 2017 if the failure to consummate the Merger on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent End Date is the direct result of the parties heretofailure or non-satisfaction of any conditions set forth in Section 6.3; (c) by either the JDH EntitiesCompany or Parent if: (i) a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable order, if decree or ruling, or shall have taken any other action, having the 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; (d) by Parent if: (i) any representation and warranty of the Company under Section 2 of this Agreement shall be inaccurate or untrue as of the date of this Agreement, or shall have become inaccurate or untrue as of a date subsequent to the date of this Agreement, such that the conditions set forth in Section 6.1 would not be satisfied or (ii) any of the Stockholders materially breaches covenants of the Company under Section 4 or Section 5 of this Agreement shall have been breached such that the conditions set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of its representations, warranties, covenants or other agreements under the representations and warranties of the Company as of a date subsequent to the date of this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach by the Company is not cured curable through the use of reasonable efforts within ten (10) 20 days after written notice to the Stockholders other of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(d) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided that, during the Company Cure Period, the Company 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 8.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); (e) by the JDH EntitiesCompany if: (i) any representation and warranty of Parent or Merger Sub under Section 3 of this Agreement shall be inaccurate or untrue as of the date of this Agreement, or shall have become inaccurate or untrue as of a date subsequent to the date of this Agreement, such that the conditions set forth in Section 7.1 would not be satisfied or (ii) any of the covenants of Parent or Merger Sub under Section 4 or Section 5 of this Agreement shall have been breached such that the conditions set forth in Section 7.2 would not be satisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any representations and warranties of its representations, warranties, covenants or other agreements under Parent as of a date subsequent to the date of this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach by Parent is not cured curable through the use of reasonable efforts within ten (10) 20 days after written notice to the JDH Entities other of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided that, during the Parent Cure Period, Parent 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 8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); (f) by the StockholdersParent if any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects, could reasonably be expected to have or result in a Material Adverse Effect; provided, however, that no cure period will be permitted for if any such breach that Material Adverse Effect is curable through the use of reasonable efforts by its nature canthe Company within 15 days after written notice by Parent to the Company of the existence of such Material Adverse Effect (the “MAE Cure Period”), then Parent may not be cured or terminate this Agreement under this Section 8.1(f) as a result of such breachMaterial Adverse Effect prior to the expiration of the MAE Cure Period, provided that, during the MAE Cure Period, the Company continues to exercise best efforts to cure such Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(f) with respect to such Material Adverse Effect if such Material Adverse Effect is cured prior to the expiration of the MAE Cure Period); and (g) by Parent if written consents adopting this Agreement and approving the Merger and the Charter Amendment by the stockholders of the Company representing the Required Stockholder Vote shall not have been duly executed and delivered within two hours after the execution and delivery of this Agreement; provided, however, that Parent may not exercise the termination right under this Section 8.1(g) at any time following the actual delivery of such written consents.

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness If any of the Merger in the manner hereinafter provided, as followsfollowing events (each a "Termination Event") shall occur and be continuing: (a) any Transaction Party shall fail to make any payment or deposit required to be made by it hereunder in respect of Capital when due; or any Transaction Party shall fail to make any other payment or deposit required to be made by it hereunder or under any of the StockholdersTransaction Documents when due hereunder or thereunder and such failure shall remain unremedied for one Business Day; or (b) any representation, warranty, certification or statement made by any Transaction Party in this Agreement, 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 (or, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty shall prove to have been incorrect in any respect subject only to the materiality or Material Adverse Effect qualification set forth therein) when made or deemed made; or (c) any Transaction Party shall fail to perform or observe (A) any term, covenant or agreement contained in Section 5.01(a) (as to maintenance of existence only), 5.01(d), 5.01(j)(iv), 5.01(n) or 5.01(v) of this Agreement or Section 5.01(a) (as to maintenance of existence only), 5.01(d) or 5.01(l)(iv) of the Originator Purchase Agreement or (B) any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and, solely in the one handcase of this clause (B), such failure shall remain unremedied for ten (10) days after such Transaction Party has knowledge or by the JDH Entities, on the other hand, if:receives notice thereof; or (i) at any time following execution Transaction Party shall fail to make any payment (whether of principal or interest and delivery regardless of amount) in respect of any Material Indebtedness, when and as the Short-Term Line of Credit Agreement same shall become due and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; payable; or (ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity, other than at the Closing shall not have occurred election of the Originator or any Subsidiary, or that, subject to any applicable grace period, enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or before December 31their behalf to cause any Material Indebtedness to become due, 2005or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, however, that the right this clause (d)(ii) shall not apply to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure secured Indebtedness that becomes due as a result of the Closing to occur on voluntary sale or before transfer of the property or assets securing such dateIndebtedness; or (iiie) the Incapacity any Event of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, Bankruptcy shall occur with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachTransaction Party; or (df) by the StockholdersAdministrative Agent, if either on behalf of the JDH Entities materially breaches Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority security interest in the Receivables and Related Security and Collections with respect thereto or there shall exist any Adverse Claims (except as created in favor of the Seller pursuant to the Originator Purchase Agreement or in favor of the Administrative Agent and the Purchasers pursuant to this Agreement) on the Receivables or the Related Security or Collections with respect thereto; or (g) any Change of Control shall occur or the Originator shall cease to own directly 100% of the issued and outstanding Equity Interests of the Seller; or (h) there shall have occurred since the Initial Closing Date any event or condition which has had or could reasonably be expected to have a material adverse effect on (A) the ability of any Transaction Party to perform its representationsobligations under the Transaction Documents or (B) the collectibility of the Receivables; or (i) the Receivable Interest Percentage exceeds the Maximum Receivable Interest Percentage unless, warrantieswithin two Business Days of obtaining notice or knowledge thereof, covenants the Seller reduces the Capital from previously received Collections or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice funds available to the JDH Entities by Seller so as to reduce the StockholdersReceivable Interest Percentage to less than or equal to the Maximum Receivable Interest Percentage; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.or

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or mutual written consent of Purchaser and Seller; (b) by the JDH Entities, on the other hand, Purchaser if: (i) at provided Purchaser is not then in material breach of any time following execution of its representations, warranties, covenants or agreements contained in this Agreement, there has been a breach of any of Seller’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 9.1 to be able to be satisfied, and delivery which breach has not been cured or cannot be cured within thirty (30) days after the notice of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderbreach from Purchaser; (ii) Seller or any of its Affiliates is declared insolvent, or has filed any petition to initiate bankruptcy proceedings, winding up proceedings, suspension of payments, creditor’s arrangement or any other similar insolvency proceedings; (iii) Seller has violated or breached any of its obligations under Section 7.6 provided that, for the purposes of this Section 12.1 only, Seller and Promoter Group shall not be deemed to be in breach of its obligations under Section 7.6 in respect of any such breaches by its agents, consultants and other advisors and representatives if upon Seller becoming aware of any breach or potential breach by such Persons of Section 7.6, Seller: (A) promptly notifies Purchaser of such breaches or potential breaches by its agents, consultants and other advisors and representatives; and (B) immediately rectifies any such breaches or potential breaches and takes all steps necessary to ensure, to the absolute satisfaction of the Purchaser, that there are no continued breaches or potential breaches; or (iv) the Closing shall has not have occurred on or before December 31, 20052010 (or, if the Parties are required to make a filing under the Competition/Investments Laws of India, and the Closing has not occurred because the approval has not been obtained or the waiting period under such Laws has not expired by such date, the date on which the waiting period for clearance expires or approval under such Laws is declined) (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii12.1(b)(iv) will shall not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, Purchaser if the failure of such consummation is the Closing to occur on or before such date; or (iii) the Incapacity result of JQH occurs at any time prior to the Effective Time; (b) a material breach of this Agreement by mutual written consent of the parties heretoPurchaser; (c) by the JDH Entities, if any Seller if: (i) provided Seller is not then in material breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided that Agreement, there has been a breach of any representationof Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement, which would result in the failure of the Stockholders contained herein that is subject a condition set forth in Section 9.2 to a materiality be able to be satisfied, and which breach has not been cured or similar qualification will cannot be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten thirty (1030) days after the written notice to of breach from Seller; or (ii) the Stockholders by Closing has not occurred on or before the JDH EntitiesTermination Date; provided, however, that no cure period will if the Closing has not occurred solely because Seller has not complied fully with its obligations under Section 9.1(i), then such date may be permitted for any such breach extended upon the written notice of Purchaser; and further, provided, that by its nature canthe right to terminate this Agreement pursuant to this Section 12.1(c)(ii) shall not be cured or as a available to Seller if the failure of such consummation is the result of such breacha material breach of this Agreement by Seller; or (d) by either Purchaser or Seller if any Governmental Authority has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the Stockholderseffect of permanently restraining, if either of enjoining or otherwise prohibiting the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under transactions contemplated by this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by at any time prior to Closing upon prior written notice given prior by (or on behalf of) the Party electing to terminate this Agreement to the effectiveness of the Merger in the manner hereinafter provided, as followsother Party: (a) by the Stockholders, on the one hand, mutual agreement of Buyer and Seller (expressed in writing); (b) by either Buyer or by the JDH Entities, on the other hand, if: Seller if (i) at a Governmental Authority whose approval is necessary to consummate the transactions contemplated hereby shall have refused to approve the transactions contemplated hereby, or (ii) any time following execution and delivery permanent injunction, court order or other order, decree or ruling of any court or other Governmental Authority of competent jurisdiction or new law or change to existing law permanently restraining, enjoining or otherwise preventing the consummation of the Shorttransactions contemplated hereby shall have been issued and become final and non-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderappealable; (iic) the by either Buyer or Seller if Closing shall not have occurred on or before December 31by October 1, 20052009; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(c) will shall not be available to (i) any party Party whose breach of its representations and warranties in this Agreement or whose failure to perform or observe any of its obligations covenants and agreements under this Agreement shall have been a contributing cause of, or resulted in, the failure of Closing to occur on or before that date, or (ii) any Party whose failure to fulfill any material obligation under this Agreement or any Transaction Agreement whose failure to use commercially reasonable good faith efforts to promptly cause the satisfaction of the conditions under Article 7 or Article 8, as applicable, has been the cause of, or resulted in, the failure of the Closing to occur on or before such by that date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by Buyer if a Material Adverse Effect shall have occurred since the Stockholders, if either Balance Sheet Date; (e) by Buyer upon a breach in any material respect of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of Seller set forth in this Agreement, or if any representation or warranty of Seller shall have been materially breached; or (f) by Seller upon a breach in any material respect of any covenant or agreement on the JDH Entities) andpart of Buyer set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachBuyer shall have been materially breached.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2parties by law or this Agreement, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows:may be abandoned (whether before or after stockholder approval hereof): (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Purchaser and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany in a written instrument; (iib) by either the Company or the Purchaser, each in its sole discretion and upon written notice to the other party, if the Closing shall not have occurred been consummated on or before December 31forty-five (45) days after the date hereof (the “Outside Date”), 2005unless extended by written agreement of the Company and the Purchaser; provided, however, that this right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of the failure of the Closing to occur on or before the Outside Date; (c) by the Company, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Purchaser or the Merger Sub set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 6.02(a) or Section 6.02(b) not to be satisfied and (ii) shall not have been cured or waived within 30 days following receipt by the Purchaser of written notice of such breach or failure to perform from the Company; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii8.01(c) will shall not be available to the Company if the Company is then in material breach of any party whose representation, warranty or covenant set forth in this Agreement; (d) by the Purchaser, if there has been a breach of or failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the StockholdersCompany set forth in this Agreement, which breach or failure to perform (i) and, with respect would cause the conditions set forth in Section 6.01(a) or Section 6.01(b) not to any breach be satisfied and (ii) shall not have been cured or waived within 30 days following receipt by the Company of a covenant contained herein, written notice of such breach is not cured within ten (10) days after written notice or failure to perform from the Stockholders by the JDH EntitiesPurchaser; provided, however, that no cure period will be permitted for any such breach that by its nature canthe right to terminate this Agreement under this Section 8.01(d) shall not be cured available to the Purchaser if the Purchaser or as a result the Merger Sub is then in material breach of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warrantywarranty or covenant set forth in this Agreement; (e) by either the Company or the Purchaser, covenant if (i) the Merger shall violate any Order that shall have become final and non-appealable or agreement of (ii) there shall be a Law which makes the JDH Entities contained herein that is subject to a materiality Merger illegal or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholdersotherwise prohibited; provided, however, that no cure period will be permitted for any such breach that by its nature canthe right to terminate this Agreement under this Section 8.01(e) shall not be cured or as available to a result party if the issuance of such breachOrder was primarily due to the failure of such party to perform any of its material obligations under this Agreement; or (f) by the Purchaser, if there shall have occurred a Material Adverse Effect subsequent to the date of this Agreement.

Termination Events. Subject By notice given prior to the provisions of Section 6.2Closing, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, agreement of Purchaser and Seller; (b) by either Purchaser or by the JDH Entities, on the other hand, if: Seller if (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing Date shall not have occurred on or before December October 31, 2005; provided2005 (as may be extended as provided below, however, that the right “Outside Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(b) will shall not be available to have breached in any party whose failure to perform or observe any of material respect its obligations under this Agreement or in any Transaction Agreement has been the cause of, or resulted in, manner that shall have proximately caused the failure of to consummate the Closing to occur Transactions on or before such date; or , 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 (iiiother than those that are to be satisfied by action taken at the Closing) other than the Incapacity of JQH occurs at any time prior 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 Effective Time; (b) by mutual written consent of the parties heretoother 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 JDH Entitiesconsummation 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 perform in all material respects any of the Stockholders materially breaches any of its their representations, warranties, covenants or other agreements under contained in this Agreement Agreement, which breach or failure to perform (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to i) would result in a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach failure of a covenant contained herein, such breach is not cured within ten condition set forth in Section 6.1 or Section 6.3 and (10ii) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result 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 breach; ortermination; (de) by the StockholdersPurchaser, if either of the JDH Entities materially breaches Seller or Seller Guarantor shall have breached or failed to perform in all material respects any of its their representations, warranties, covenants or other agreements under contained in this Agreement Agreement, which breach or failure to perform (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to i) would result in a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach failure of a covenant contained herein, such breach is not cured within ten condition set forth in Section 6.1 or Section 6.2 and (10ii) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature 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 Exhibit D; or (g) by Seller if the condition precedent in Section 6.2(h) is not satisfied (or as a result of waived in accordance with this Agreement) on or before September 30, 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 breachcondition precedent on or before such date.

Termination Events. Subject Notwithstanding anything to the provisions of Section 6.2contrary in this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution written consent of ABB and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderPurchaser; (iib) by either ABB or Purchaser, if the Closing shall not have occurred on or before December been consummated by July 31, 20052004; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iiclause (b) will shall not be available to any a party whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH EntitiesABB, if Purchaser in any of the Stockholders materially breaches material respect shall have breached or failed to perform or comply with any of its representations, warranties, covenants or other agreements under contained in this Agreement Agreement, which breach or failure to perform or comply: (provided that any representation, warranty, covenant or agreement of i) would give rise to the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach failure of a covenant contained hereincondition set forth in Section 8.3; and (ii) has not been, such breach or is not incapable of being, cured by Purchaser within ten (10) 30 days after of Purchaser’s receipt of written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orthereof from ABB; (d) by the StockholdersPurchaser, if either of the JDH Entities materially breaches ABB in any material respect shall have breached or failed to perform or comply with any of its representations, warranties, covenants or other agreements under contained in this Agreement Agreement, which breach or failure to perform or comply: (provided that i) would give rise to the failure of a condition set forth in Section 8.2; and (ii) has not been, or is incapable of being, cured by ABB within 30 days of ABB’s receipt of written notice thereof from Purchaser; (e) by Purchaser, if there has occurred any representationchange in, warrantyor effect on, covenant or agreement the Acquired Group which (i) would give rise to the failure of the JDH Entities contained herein that condition set forth in Section 8.2(f); and (ii) has not been, or is subject to a materiality or similar qualification will not be so qualified for purposes incapable of determining the existence being, cured by ABB within 30 days of any breach thereof on the part ABB’s receipt of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice thereof from Purchaser; (f) by Purchaser, if any proceeding is instituted by ABB (or any parent company of ABB), or ABB (or such parent company) publicly announces an intention to institute such a proceeding, to adjudicate any of them bankrupt or insolvent, or seeking liquidation, winding up or reorganization arrangements, or adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization (but excluding, for the JDH Entities avoidance of doubt, the merger contemplated by the StockholdersSchedule 11.6 of this Agreement); providedand (g) by ABB, howeverif any proceeding is instituted by Purchaser (or any parent company of Purchaser), that no cure period will be permitted for or Purchaser (or such parent company) publicly announces an intention to institute such a proceeding, to adjudicate any such breach that by of them bankrupt or insolvent, or seeking liquidation, winding up or reorganization arrangement, adjustment, protection, relief or composition of its nature cannot be cured debts under any Law relating to bankruptcy, insolvency or as a result of such breachreorganization.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by at any time prior to Closing upon prior written notice given prior by (or on behalf of) the party electing to terminate this Agreement to the effectiveness of the Merger in the manner hereinafter provided, as followsother party: (a) by the Stockholdersmutual agreement of Buyer and Seller (expressed in writing); (b) by either Buyer or Seller, on the one hand, or by the JDH Entities, on the other hand, if: if (i) at a Governmental Authority whose approval is necessary to consummate the transactions contemplated hereby shall have refused to approve the transactions contemplated hereby, and such decision is non-appealable, or (ii) any time following execution and delivery permanent injunction, court order or other order, decree or ruling of any court of competent jurisdiction or other Governmental Authority or new law or change to existing law permanently restraining, enjoining or otherwise preventing the consummation of the Shorttransactions contemplated hereby shall have been issued and become final and non-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderappealable; (iic) the by either Buyer or Seller, if Closing shall not have occurred on or before December 31by October 1, 20052012; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii11.1(c) will shall not be available to (i) any party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and agreements under this Agreement shall have been a contributing cause of, or resulted in, the failure of Closing to occur on or before such date, or (ii) any party whose failure to perform or observe fulfill any of its obligations material obligation under this Agreement or any Transaction Agreement whose failure to use all good faith efforts to promptly cause the satisfaction of the conditions under Article 7 or Article 8, as applicable, has been the cause of, or resulted in, the failure of the Closing to occur on or before by such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the StockholdersBuyer, if either a Material Adverse Effect shall have occurred since the Balance Sheet Date; (e) by Buyer, upon a breach in any material respect of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by Seller set forth in this Agreement, or if any representation or warranty of Seller or Xxxxxxx shall have been materially breached or shall have been or become materially untrue, in any such case that the JDH Entities contained herein that is subject to conditions set forth in Article 7 would be incapable of being satisfied by October 1, 2012 (or any later date as such date may be otherwise extended by Buyer); or (f) by Seller, upon a materiality or similar qualification will not be so qualified for purposes of determining the existence breach in any material respect of any breach thereof covenant or agreement on the part of the JDH Entities) andBuyer set forth in this Agreement, with respect to or if any breach representation or warranty of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for Buyer shall have been materially breached or shall have been or become materially untrue in any such breach case such that the conditions set forth in Article 8 would be incapable of being satisfied by its nature cannot October 1, 2012 (or any later date as such date may be cured or as a result of such breachotherwise extended by Seller).

Termination Events. Subject By written notice given prior to or at the provisions of Section 6.2Closing, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by Parent, in the Stockholders, on event that following the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery date of this Agreement Parent obtains Knowledge of breaches of the Short-Term Line representations and warranties of Credit Agreement and prior to Closingthe Company contained in Sections 2.5(b), funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction 2.11, 2.16 or 2.17 of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant that would be reasonably expected to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any result in Damages in excess of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time$7,000,000; (b) by mutual written consent Parent, if the satisfaction of any of the parties heretoconditions to Parent’s and Merger Sub’s obligation to close the transactions contemplated hereby as set forth in Section 5.1 becomes impossible or otherwise incapable of cure by September 30, 2011 (other than through the failure of Parent or Merger Sub to comply with its obligations under this Agreement), and Parent has not waived such condition in writing on or before such date; (c) by the JDH EntitiesStockholders’ Representative, if the satisfaction of any of the Stockholders materially breaches any conditions to the Company’s obligation to close the transactions contemplated hereby as set forth in Section 5.2 becomes impossible or otherwise incapable of cure by September 30, 2011 (other than through the failure of the Company to comply with its representations, warranties, covenants or other agreements obligations under this Agreement (provided that any representationAgreement), warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of and the Stockholders) and, with respect to any breach of a covenant contained herein, ’ Representative has not waived such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any condition in writing on or before such breach that by its nature cannot be cured or as a result of such breach; ordate; (d) by either Parent or the Stockholders’ Representative, if either any Order of any Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise preventing the consummation of the JDH Entities materially breaches any transactions contemplated hereby has been issued and becomes final and non-appealable; (e) by mutual written consent of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by Parent and the Stockholders’ Representative; providedor (f) by Parent or the Stockholders’ Representative, howeverif the Closing has not occurred on or before September 30, that no cure period will be permitted for any 2011 or such breach that by its nature cannot be cured or later date as a result of such breachParent and the Stockholders’ Representative may agree upon in writing.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after the adoption of this Agreement by the Merger in the manner hereinafter provided, as follows:Company’s stockholders): (a) by the Stockholders, on mutual written consent of Parent and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany; (iib) by Parent if the Closing shall has not have occurred taken place on or before December 5:00 p.m. (California Time) on March 31, 20052023 (the “End Date”) and any condition set forth in Section 6 has not been satisfied or waived as of the time of termination (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement); provided, however, that if, on such date, any of the right conditions to the Closing set forth in Section 6.3, 6.7 or 6.8 have not been satisfied but all other conditions to the Closing either have been satisfied or waived or would be satisfied if the Closing were to occur on such date, then Parent may (but shall not be obligated to) elect, by written notice to the Company, to extend the End Date to June 30, 2023 and such date shall become the “End Date” for all purposes of this Agreement; (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (California Time) on the End Date and any condition set forth in Section 7 has not been satisfied or waived as of 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); (d) by Parent or the Company 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 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 and warranty of the Company 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 any of the conditions set forth in Section 6.1 would not be satisfied; or (ii) any of the covenants of the Company contained in this Agreement shall have been breached such that the conditions set forth in Section 6.2 would not be satisfied; provided, however, that, in the case of each of clauses “(i)” and “(ii)”, if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 10 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, 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 6.1(a)(ii8.1(e) will not be available with respect to any party whose failure to perform such inaccuracy or observe any of its obligations under this Agreement breach if such inaccuracy or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time breach is cured prior to the Effective Timeexpiration of the Company Cure Period); (b) by mutual written consent of the parties hereto; (cf) by the JDH EntitiesCompany if: (i) any of Parent’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 any of the conditions set forth in Section 7.1 would not be satisfied; or (ii) if any of the Stockholders materially breaches any of its representations, warranties, Parent’s covenants or other agreements under contained in this Agreement (provided shall have been breached such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 7.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiessatisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within 10 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach that by its nature can(the “Parent Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 8.1(f) as a result of such breach; or (d) by inaccuracy or breach prior to the Stockholders, if either expiration of the JDH Entities materially breaches any of its representationsParent Cure Period, warrantiesprovided Parent, covenants during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or other agreements under breach (it being understood that the Company may not terminate this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiesthis Section 8.1(f) and, with respect to any such inaccuracy or breach of a covenant contained herein, if such inaccuracy or breach is not cured within ten (10) days after written notice prior to the JDH Entities expiration of the Parent Cure Period); and (g) by Parent if written consents adopting this Agreement by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature canRequired Stockholder Vote shall not be cured or as a result have been duly executed and delivered within two hours after the execution and delivery of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual written consent of Xxxxx and the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderSellers’ Representative; (iib) by Buyer, if the Closing shall has not have occurred taken place on or before 5:00 p.m. (Eastern time) on December 31, 20052023 (the “End Date”); provided, however, that the right Buyer shall not be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii8.1(b) will not be available to any party whose if the failure to perform or observe any consummate the sale of its obligations under this Agreement or any Transaction Agreement has been the cause ofPurchased Units by the End Date results from, or resulted inis caused by, the failure a material breach by Buyer of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or agreements contained herein; (c) by Buyer or the Sellers’ Representative if a court of competent jurisdiction or other agreements under Governmental Authority shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the sale of the Purchased Units as contemplated herein; (d) by Buyer if: (i) any of the representations and warranties the Members or the Company contained in this Agreement (provided that any representation, warranty, covenant or agreement shall be inaccurate as of the Stockholders contained herein Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that is subject to a materiality or similar qualification will the condition set forth in Section 6.1 would not be so qualified for purposes of determining the existence of satisfied; (ii) any breach thereof on the part of the Stockholderscovenants of the Company or the Members contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; or (iii) andany Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with respect any other events, circumstances or other Effects, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company or the Members as of a date subsequent to the Agreement Date or a breach of a covenant contained herein, by the Company or any Member is curable by the Company or such breach is not cured Member through the use of reasonable efforts within ten (10) days Business Days after written notice Buyer notifies the Sellers’ Representative in writing of the existence of such inaccuracy or breach (the “Member Cure Period”), then Buyer may not terminate this Agreement under this Section 8.1(d) as a result of such inaccuracy or breach prior to the Stockholders expiration of the Member Cure Period, provided the Company or the applicable Member, during the Member Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 8.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Member Cure Period); (e) by the JDH EntitiesSellers’ Representative if: (i) any of Buyer’s representations and warranties contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 7.1 would not be satisfied; or (ii) if any of Buyer’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any of Buyer’s representations and warranties as of a date subsequent to the Agreement Date or a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts within ten (10) Business Days after the Sellers’ Representative notifies Buyer in writing of the existence of such inaccuracy or breach that by its nature can(the “Buyer Cure Period”), then the Sellers’ Representative may not be cured or terminate this Agreement under this Section 8.1(e) as a result of such breach; or (d) by inaccuracy or breach prior to the Stockholders, if either expiration of the JDH Entities materially breaches any of its representationsBuyer Cure Period, warrantiesprovided Buyer, covenants during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or other agreements under breach (it being understood that the Sellers’ Representative may not terminate this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject pursuant to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiesthis Section 8.1(e) and, with respect to any such inaccuracy or breach of a covenant contained herein, if such inaccuracy or breach is not cured within ten (10) days after written notice prior to the JDH Entities by expiration of the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachBuyer Cure Period).

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of WHF Parent and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderBuyer; (iib) by either WHF Parent or Buyer by giving written notice to the other Party if the Closing shall not have occurred on by the Outside Date, unless extended by written agreement of WHF Parent and Buyer; provided that the Party seeking termination pursuant to this subsection (b) is not in default or before December 31, 2005; breach hereunder and provided, howeverfurther, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(iiclause (b) will shall not be available (i) to any party Party whose failure to perform or observe fulfill any of its obligations obligation under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or date or (iiiii) in the Incapacity event that the Closing shall not have occurred as a result of JQH occurs at a failure of any time representation to be true and correct and the Party seeking termination knew of such breach prior to the Effective Time; (b) by mutual written consent date of the parties heretothis Agreement; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants either WHF Parent or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Buyer by giving written notice to the Stockholders 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 consummation of any of the transactions contemplated by the JDH Entities; providedthis Agreement, howeverand such order, that no cure period will be permitted for any such breach that by its nature candecree, ruling or other action shall not be cured subject to appeal or as a result of such breachshall have become final and unappealable; or (d) by Buyer upon delivery of the StockholdersTerminating Notice as set forth in Section 2.5(a) (subject to becoming null and void pursuant to Section 2.5(a)), if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachTerminating Event occurs.

Termination Events. Subject to the provisions of Section 6.2, this (a) This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, ifClosing: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoPurchaser, the Company and the Stockholders’ Representative; (cii) by written notice from the JDH EntitiesPurchaser to the Company and the Stockholders’ Representative, if any there has been a breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of this Agreement, such that the Stockholders contained herein that is subject to a materiality conditions in Section 5.1 or similar qualification will Section 5.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) twenty (21) days after written notice thereof is given by the Purchaser to the Company and the Stockholders’ Representative, and (B) the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 5.1 or Section 5.3 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Stockholders by Purchaser, and (B) the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachExpiration Date; or (div) by five (5) days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, if either as the case may be, in the event the Closing has not occurred on or prior to December 31, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of or breach by the JDH Entities materially breaches any party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Expiration Date. (b) In the event of its representations, warranties, covenants or other agreements under termination of this Agreement (provided that any representationpursuant to this ARTICLE VIII, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not this Agreement shall forthwith become void and there shall be so qualified for purposes of determining the existence of any breach thereof no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 4.7 (Confidentiality), Section 10.3 (Fees and Expenses), Section 10.4 (Waiver; Amendment), Section 10.5 (Entire Agreement), Section 10.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 10.7 (Governing Law; Venue), Section 10.8 (Attorneys’ Fees), Section 10.9 (Assignment and Successors), Section 10.11 (Notices), Section 10.12 (Severability), Section 10.13 (Schedules and Exhibits) and this Section and the JDH Entitiesdefinitions used in each of the foregoing sections, including those set forth in Exhibit 1 hereto, all of which shall survive such termination and the Termination Date. In addition, within two (2) anddays of the termination date, the Company shall return the Purchaser the loan amount provided to the Company by Purchaser, in a principal amount of US $96,295together with respect to any accrued interest. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachthis Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery written consent of the Short-Term Line of Credit Agreement Purchasers and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereundercomScore; (iib) by the Purchasers if the Closing shall has not have occurred taken place on or before December 31March 3, 20052016 (other than as a result of any failure on the part of any of the Purchasers to comply with or perform any of their respective covenants and obligations set forth in this Agreement); (c) by comScore if the Closing has not taken place on or before March 3, 2016 (other than as a result of any failure on the part of any of the Sellers to comply with or perform any of their respective covenants and obligations set forth in this Agreement); (d) by either the Purchasers or comScore if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order or shall have taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Contemplated Transactions; (e) by the Purchasers if any of the representations and warranties of the Sellers contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the covenants of the Sellers contained in this Agreement shall have been breached in any respect; provided, however, that the right to Purchasers may not terminate this Agreement pursuant to under this Section 6.1(a)(ii8.1(e) will on account of an inaccuracy in any representation or warranty, or on account of a breach of a covenant unless: (i) such inaccuracy or breach would cause the condition in Section 6.1 or Section 6.2 not to be available to satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by the Sellers within 30 calendar days after receiving written notice from the Purchasers of such inaccuracy or breach; (f) by the Purchasers if there shall have been a Material Adverse Effect or if any party whose failure to perform or observe any of its obligations under this Agreement event shall have occurred or any Transaction Agreement has been the cause of, circumstance shall exist that would reasonably be expected to give rise to or resulted in, the failure of the Closing to occur on or before such dateresult in a Material Adverse Effect; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bg) by mutual written consent of the parties hereto; (c) by the JDH Entities, comScore if any of the Stockholders materially breaches representations and warranties of the Purchasers contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), or if any of its representations, warranties, the covenants or other agreements under of the Purchasers contained in this Agreement (provided that shall have been breached in any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiesrespect; provided, however, that no cure period will be permitted for any such breach that by its nature cancomScore may not be cured or as a result terminate this Agreement under this Section 8.1(f) on account of such breach; or (d) by an inaccuracy in the Stockholders, if either representations and warranties of the JDH Entities materially breaches any Purchasers or on account of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, by the Purchasers unless: (i) such inaccuracy or breach would cause the conditions in Section 7.1 or Section 7.2 not to be satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by the Purchasers within ten (10) 30 calendar days after receiving written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result from comScore of such inaccuracy or breach.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual consent of the Short-Term Line of Credit Agreement Purchasers and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeSellers; (b) by mutual written consent the Purchasers (so long as the Purchasers is not then in material breach of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided that Agreement) if there has been a breach of any representation, warranty, covenant or agreement of the Stockholders Sellers’ or the Acquired Company’s representations, warranties, covenants or agreements contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining in this Agreement, which would result in the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach failure of a covenant contained hereincondition set forth in Section 6.1(a) or Section 6.1(b), such and which breach is has not been cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature or cannot be cured or as a result within 30 days after the notice of such breach; orthe breach from the Purchasers; (dc) by the Stockholders, if either Sellers (so long as neither the Acquired Company nor any of the JDH Entities materially breaches Sellers is then in material breach of any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided that Agreement) if there has been a breach of any representation, warranty, covenant or agreement of the JDH Entities Purchaser’s representations, warranties, covenants or CHIDMS1/2982920.1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. agreements contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining in this Agreement, which would result in the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach failure of a covenant contained hereincondition set forth in Section 6.2(a) or Section 6.2(b), such and which breach is has not been cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature or cannot be cured within 30 days after the notice of breach from the Sellers; (d) by the Purchasers if there has been a Material Adverse Effect; (e) by either the Purchasers or as the Sellers if any Governmental Authority has issued a result non-appealable final Judgment or taken any other non-appealable final action, in each case having the effect of such breachpermanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (f) by either the Purchasers or the Sellers if the Closing has not occurred on or before June 30, 2016 (other than through the failure of the terminating party to comply fully with its obligations under this Agreement).

Termination Events. Subject to Section 10.2(b), and without prejudice to other rights or remedies which may be available to the provisions of Section 6.2parties by law or pursuant to this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Buyer and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderSeller hereto; (iib) by either the Buyer or the Seller by written notice to the other party given on or after, in the case of Buyer, December 31, 2003 or, in the case of Seller, December 15, 2003 if the Closing shall not have occurred on or before in the case of Buyer, December 31, 2005; provided2003 or, howeverin the case of Seller, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause ofDecember 15, or resulted in2003, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) unless extended by mutual written consent agreement of the parties hereto; (c) by , so long as the JDH Entities, if any party terminating this Agreement shall not be in default or breach of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (hereunder, which default or breach has caused a failure to satisfy a Closing condition; provided that any representationthat, warrantyif the Closing shall not have occurred on or before, covenant or agreement in the case of Buyer, December 31, 2003 or, in the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes case of determining the existence of any breach thereof on the part of the Stockholders) andSeller, with respect to any breach of a covenant contained hereinDecember 15, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided2003, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either non terminating party’s default or breach of the JDH Entities materially breaches any of its representations, warranties, covenants or agreements hereunder (other agreements under this Agreement (provided that than a breach of Section 5.3 or a breach by Buyer of Section 4.6, Section 8.1 or Section 8.2 or a breach by Buyer of Section 5.5 relating to the subject matter of any representation, warranty, covenant or agreement of the JDH Entities contained herein foregoing Sections), such date shall be extended to the 45th day following the date on which the non terminating party first obtained actual knowledge of the default or breach; provided, further that if the reason the Closing shall not have been consummated prior to such date is subject attributable to a materiality the failure to obtain any consent from any Governmental Antitrust Authority and the non terminating party is not then in default or similar qualification will not be so qualified for purposes of determining the existence breach of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained hereinits obligations under Section 5.3, such breach is not cured within ten date shall automatically be extended to July 2, 2004; (10c) days after [Intentionally omitted.] (d) by the Buyer, upon written notice to the JDH Entities by Seller at any time prior to Closing, if (i) the Stockholders; providedSeller has given the Buyer notice pursuant to Section 5.12 above, however, that no cure period will be permitted for any such (ii) the breach that by its nature cannot be cured or as a result is the subject of such notice results in a failure to satisfy the conditions set forth in Section 7.3(a) or Section 7.3(g), and (iii) the breach has not been cured (such that such conditions are satisfied) within 45 days after the Seller first obtained actual knowledge of the breach; or (e) by either the Buyer or the Seller, without cause, by written notice to the other party given at any time prior to any other termination of this Agreement in accordance with its terms and payment of the Termination Fee set forth in Section 10.2(a).

Termination Events. Subject Notwithstanding anything to the provisions contrary contained in any other Section of Section 6.2this Agreement, this Agreement may be terminated and abandoned, by written notice given the Contemplated Transactions and the Merger abandoned at any time prior to the effectiveness Closing Date, with the approval of the Merger in the manner hereinafter providedapplicable terminating party’s board of directors, as follows: (a) by mutual written consent of the Stockholders, on Buyer and the one hand, or Company; (b) by the JDH EntitiesCompany or Buyer if at the Company Shareholders Meeting (giving effect to any adjournment or postponement thereof), on the other hand, if: Company Required Vote shall not have been obtained; provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to the Company if (i) at it is in breach of its obligations under any time following execution and delivery of Section 6.2 or 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal) or (ii) if its failure to fulfill any material obligation required to be performed by it under this Agreement has been the Short-Term Line of Credit Agreement and prior primary cause of, or results in, the failure to Closing, funding thereunder is not available to obtain the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderCompany Required Vote; (iic) by the Buyer or the Company by written notice to the other party, if the Closing Date shall not have occurred on or before December March 31, 20052013 (the “Outside Date”); provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to (i) the Company if it is in breach of its obligations under any of Section 6.2 or 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal) or (ii) any party whose failure to fulfill any material obligation required to be performed by such party under this Agreement has been the primary cause of, or results in, the failure of the Closing Date to occur before the Outside Date; (d) at any time prior to the Company Shareholders Meeting, by the Company in order to concurrently enter into an acquisition agreement or similar agreement (each, an “Alternative Acquisition Agreement”) with respect to a Superior Proposal which has been received and considered by the Company and its board of directors in compliance with Section 6.2 hereof; provided, however, that this Agreement may be terminated by the Company pursuant to this Section 9.1(d) only if (i) prior to such termination the Company and the Company Board, as applicable, shall have at all times complied with Sections 6.2 and 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal) and (ii) the payment required by Section 9.2 is made in full to Parent pursuant to the terms set forth in this Agreement; (e) by Parent if (i) there shall have been a Company Adverse Recommendation Change, (ii) the Company Board has failed to reaffirm the Company Recommendation within five (5) business days after Parent has requested in writing that it do so and continues to fail to reaffirm the Company Recommendation as of the date this Agreement is terminated pursuant to this Section 9.1(e), or (iii) any third party shall have commenced a tender or exchange offer or other transaction constituting or potentially constituting an Acquisition Proposal and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer; (f) by Parent, if the Company shall have breached any of its obligations under Section 6.2 or 7.4 (other than any immaterial breach thereof not intended to result in an Acquisition Proposal); (g) by Parent (if Parent and Buyer are not in material breach of their representations, warranties, covenants or agreements under this Agreement), if (i) there has been a breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that would, individually or in the aggregate, result in a failure of a condition set forth in Section 8.1(a) if continuing on the Closing Date and (ii) such breach (A) shall not have been cured before the Outside Date or (B) the Company does not within thirty days after receipt of written notice thereof cure such breach; (h) by the Company (if the Company is not in material breach of its representations, warranties, covenants or agreements under this Agreement), if (i) there has been a breach by Parent or Buyer of any representation, warranty, covenant or agreement contained in this Agreement that would, individually or in the aggregate, result in a failure of a condition set forth in Section 8.2(a) if continuing on the Closing Date and (ii) such breach (A) shall not have been cured before the Outside Date, or (B) Parent does not within thirty days after receipt of written notice thereof cure such breach; and (i) by the Company or Parent, if any Governmental Body of competent jurisdiction shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger, and such order or other action shall have become final and nonappealable; provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(i) will shall not be available have initiated such proceeding or taken any action in support of such proceeding and such party shall have used its reasonable best efforts to prevent and oppose such Order or other action. The party desiring to terminate this Agreement pursuant to any subsection of this Section 9.1 other than subsection (a) shall give written notice of such termination to the other party whose failure in accordance with Section 10.4, specifying the provision or provisions hereof pursuant to perform which such termination is effected. The right of any party hereto to terminate this Agreement pursuant to this Section 9.1 shall remain operative and in full force and effect regardless of any investigation made by or observe on behalf of any party hereto, or any of its obligations under this Agreement their respective Affiliates or any Transaction Agreement has been the cause ofRepresentatives, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time whether prior to or after the Effective Time; (b) by mutual written consent execution of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholdersmutual written consent of Buyer and the Company; (b) by either the Company, on the one hand, or by the JDH EntitiesBuyer and Merger Sub, on the other hand, if:by written notice to the other party if the Merger shall not have been consummated on or before October 31, 2019 (the “Expiration Date”), except that no Party will be permitted to terminate this Agreement pursuant to the terms of this Section 7.1(b) if the failure to consummate the Merger on or prior to the Expiration Date is the result of such Party’s breach of this Agreement in any material respect; (c) by either the Company, on the one hand, or Buyer and Merger Sub, on the other hand, by written notice to the other party if any Governmental Entity with jurisdiction over such matters shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger or any of the other transactions contemplated by this Agreement, and such Order shall have become final and nonappealable; (d) by Buyer if (i) at any time following execution and delivery representation or warranty of the Short-Term Line Company or the Shareholders’ Representative contained in this Agreement was inaccurate or was breached as of Credit the Agreement and prior to ClosingDate, funding thereunder is not available or has become inaccurate or has been breached as of a date subsequent to the borrower thereunder upon Agreement Date (as if made on such borrower's satisfaction of all applicable terms and conditions thereunder; subsequent date), such that the condition set forth in Section 6.3(a) would not be satisfied on or before the Expiration Date or (ii) any of the Closing shall covenants or obligations of the Company, the Shareholders’ Representative or Company Holders contained in this Agreement have been breached such that the condition set forth in Section 6.3(b) would not have occurred be satisfied on or before December 31, 2005the Expiration Date; provided, however, that if an inaccuracy in or breach of any representation or warranty of the right Company or the Shareholders’ Representative as of a date subsequent to the Agreement Date or a breach of a covenant by the Company is curable through the use of commercially reasonable efforts from and after Buyer notifies the Company in writing of the existence of such inaccuracy or breach until the Expiration Date (the “Company Cure Period”), then Buyer may not terminate this Agreement under this Section 7.1(d) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(d) will not be available to any party whose failure to perform or observe any if Buyer is in material breach of its obligations under this Agreement or if such breach by the Company is cured); (e) by the Company if (i) any Transaction representation or warranty of either Buyer or Merger Sub contained in this Agreement was inaccurate or was breached as of the Agreement Date, or has become inaccurate or has been breached as of a date subsequent to the cause ofAgreement Date (as if made on such subsequent date), or resulted in, such that the failure of the Closing to occur condition set forth in Section 6.2(a) would not be satisfied on or before such date; or the Expiration Date or (iiiii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, Buyer’s or Merger Sub’s covenants or other agreements under contained in this Agreement (provided have been breached such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 6.2(b) would not be so qualified for purposes of determining satisfied on or before the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH EntitiesExpiration Date; provided, however, that no cure period will be permitted for if an inaccuracy in or breach of any representation or warranty of Buyer or Merger Sub as of a date subsequent to the Agreement Date or a breach of a covenant by Buyer or Merger Sub is curable by the same through the use of commercially reasonable efforts from and after the Company notifies Buyer in writing of the existence of such inaccuracy or breach that by its nature canuntil the Expiration Date (the “Buyer Cure Period”), then the Company may not be cured or terminate this Agreement under this Section 7.1(e) as a result of such breachinaccuracy or breach prior to the expiration of the Buyer Cure Period, provided Buyer or Merger Sub, during the Buyer Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 7.1(e) if the Company is in material breach of this Agreement or if such breach by the Buyer or Merger Sub is cured); (f) by Buyer if there has occurred any Material Adverse Effect with respect to the Company or any event will have occurred or circumstance will exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect with respect to the Company; or (dg) by the StockholdersBuyer, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach Shareholder Approval is not cured obtained and delivered to Buyer within ten (10) days one Business Day after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement Date.

Termination Events. Subject Without prejudice to other remedies which may be available to the provisions of Section 6.2Parties by Law or this Agreement, this Agreement may be terminated and abandoned, by written notice given the transactions contemplated hereby may be abandoned at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Xxxxxx and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderXxxxx; (iib) by either Seller or Buyer by giving written notice to the other Party if the Closing shall not have occurred on by the date which is one hundred and twenty (120) days following the Execution Date (the “Termination Date”), unless extended by written agreement of Seller and Buyer; provided that if five (5) days prior to the Termination Date, all of the conditions to the Closing in Article VII have been satisfied or before December 31waived, 2005other than any of the conditions in Section 7.1(a) (solely if the Governmental Order or other Law relates to any Antitrust Law) or Section 7.1(b) and conditions to be satisfied at the Closing (so long as such conditions remain capable of being satisfied), the Termination Date shall automatically be extended for an additional sixty (60) days, which later date shall thereafter be deemed the Termination Date; provided, howeverfurther, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party if such failure of the Closing to occur by the Termination Date was primarily due to the material breach or violation of any of the representations, warranties, covenants or agreements contained in this Agreement by such Party; provided, further, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(b) will shall not be available to any party whose failure to perform or observe Party during the pendency of any proceeding for specific performance of its obligations under this Agreement or any Transaction Agreement has been the cause ofprovided by Section 8.1, or resulted inand in such case, the failure Termination Date shall automatically be extended following completion of such proceeding such that the Closing to occur on or before Termination Date shall be five (5) Business Days following the completion of such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties heretoproceeding; (c) by either Seller or Buyer by giving written notice to the JDH Entities, other Party if any of the Stockholders materially breaches any of such other Party has breached its representations, warranties, covenants covenants, agreements or other agreements under this Agreement (provided obligations hereunder in a manner that would reasonably be expected to cause any representation, warranty, covenant or agreement condition of the Stockholders contained herein that is subject such Party giving notice set forth in Article VII not to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, satisfied and such breach is has not been cured within ten the earlier of (10x) the Termination Date and (y) thirty (30) days after written notice to the Stockholders notification thereof by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orParty seeking termination hereunder; (d) by either Seller or Buyer by giving written notice to the Stockholdersother Party if any Governmental Authority shall have issued, if either entered, enacted or promulgated a Governmental Order or other Law or taken any other action permanently restraining, enjoining or otherwise prohibiting or making unlawful the consummation of any of the JDH Entities materially breaches transactions contemplated by this Agreement, and such Governmental Order, Law or other action shall not be subject to appeal or shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party if such Governmental Order, Law or other action was primarily due to the material breach by such Party of any of its representationsobligations hereunder; or (e) by either Party, warranties, covenants pursuant to Section 6.17. (f) by Seller (i) by giving written notice to Buyer (A) if all the conditions set forth in Section 7.1 and Section 7.3 have been satisfied or waived (other agreements under this Agreement than any such conditions which by their terms are not capable of being satisfied until the Closing Date) and (provided that any representation, warranty, covenant or agreement of B) Buyer does not consummate the JDH Entities contained herein that Closing when the Closing is subject required to a materiality or similar qualification will not be so qualified for purposes of determining occur pursuant to Section 2.3 and (ii) such failure to consummate the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach Closing is not cured within ten five (105) days after written notice Business Days of the date the Closing is required to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachoccur.

Termination Events. Subject Anything contained in this Agreement to the provisions of Section 6.2contrary notwithstanding, this Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing Date: (a) by the Stockholders, on the one hand, mutual written consent of Seller and Buyer; (b) by either Seller or by the JDH Entities, on the other hand, ifBuyer: (i) at any time following execution and delivery of if a Governmental Authority issues a final, non-appealable ruling or Order permanently prohibiting the Short-Term Line of Credit Agreement and prior to Closingtransactions contemplated hereby, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this representations, warranties, covenants or agreements contained herein results in such ruling or Order; (ii) if the Closing shall not have occurred by the close of business no later than thirty (30) days following the entry of the Sale Order (the “Outside Date”); provided, however, that (A) Buyer shall be permitted to terminate this Agreement pursuant to this Section 6.1(a)(ii11.1(b)(ii) will only if (x) Buyer is not be available to any party whose failure to perform or observe in material breach of any of its obligations representations, warranties, covenants, or agreements contained herein, (y) Buyer has provided written notice to Seller of its intention to exercise its rights under this Section 11.1(b)(ii), and (z) Seller has not closed the transactions contemplated by this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the date that is ten (10) Business Days after the date of receipt of such date; or notice from Buyer, and (iiiB) the Incapacity Seller shall be permitted to terminate this Agreement pursuant to this Section 11.1(b)(ii) only if (1) Seller is not in material breach of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (102) days after Seller has provided written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any Buyer of its representations, warranties, covenants or other agreements intention to exercise its rights under this Agreement (provided that any representationSection 11.1(b)(ii), warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.

Termination Events. Subject to the provisions Without limiting any other provision of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsagreement: (a) either party (non-defaulting party) may terminate this agreement by notice in writing to the other party: (i) if the Sunset Date has passed before the Transaction has been implemented (other than as a result of a breach by the Stockholders, terminating party of its obligations under this agreement); (ii) if each of the following has occurred: (A) the other party (defaulting party) is in breach of a material provision of this agreement (other than for breach of a representation or warranty in clauses 1 or 2 of Schedule 3) at any time prior to 8.00am on the one hand, Second Court Date; (B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and (C) the relevant circumstances have continued to exist five Business Days (or by the JDH Entities, any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 8.1(a)(ii)(B) is given; (iii) if the required majorities of CGA Shareholders do not approve the Scheme at the Scheme Meeting; (iv) if the required majority of B2Gold Shareholders do not approve the B2Gold Resolutions; (v) if a Court or other handRegulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, decree, ruling or other action has become final and cannot be appealed; or (vi) in accordance with clause 3.8(b); or (b) B2Gold may terminate this agreement by notice in writing to CGA if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closingthe Second Court Date, funding thereunder is CGA breaches any representation or warranty in clause 1 of Schedule 3 and: (A) the breach: (I) cannot available be remedied by subsequent action on the part of CGA before 8.00am on the Second Court Date; and (II) was of a kind that, had it been disclosed to B2Gold prior to its entry into this agreement, could reasonably be expected to have resulted in B2Gold either not entering into this agreement or entering into it on materially different terms; or (B) the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderbreach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a CGA Material Adverse Event; (ii) at any time before 8:00am on the Closing shall not have occurred Second Court Date, a CGA Director fails to recommend the Scheme or the Transaction or makes or withdraws his recommendation that CGA Shareholders vote in favour of the Scheme or makes a public statement indicating that he or she no longer supports the Scheme; (iii) a CGA Prescribed Occurrence occurs prior to 8:00am on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(iiSecond Court Date; (iv) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement the B2Gold Reimbursement Fee Amount is payable by B2Gold and has been paid in full to CGA; (v) at any time before 8:00am on the cause of, or resulted inSecond Court Date, the failure of the Closing to occur on or before such dateCGA Board recommends a Superior Offer for CGA; or (iiivi) a Competing Proposal for CGA is announced, made, or becomes open for acceptance and, pursuant to that Competing Proposal for CGA, the Incapacity bidder for CGA acquires voting power (within the meaning of JQH occurs section 610 of the Corporations Act) of 50% or more of CGA and that Competing Proposal for CGA is (or has become) free from any defeating conditions. (c) CGA may terminate this agreement by notice in writing to B2Gold if: (i) at any time prior to the Effective Time;Second Court Date, B2Gold breaches any representation or warranty in clause 2 of Schedule 3 and: (bA) by mutual written consent of the parties hereto;breach: (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will 1. cannot be so qualified for purposes of determining the existence of any breach thereof remedied by subsequent action on the part of B2Gold before 8.00am on the Stockholders) Second Court Date; and, with respect to any breach 2. was of a covenant contained hereinkind that, such breach is had it been disclosed to CGA prior to its entry into this agreement, could reasonably be expected to have resulted in CGA either not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured entering into this agreement or as a result of such breachentering into it on materially different terms; or (dB) by the Stockholdersbreach amounts to, if either results in, or discloses anything, that could reasonably be expected to amount to a B2Gold Material Adverse Event; (ii) at any time prior to the date of the JDH Entities materially breaches any of its representationsScheme Meeting, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement a majority of the JDH Entities contained herein CGA Directors have changed, withdrawn or modified their recommendation in accordance with clause 5.6(a)(ii)(B); (iii) a B2Gold Director fails to recommend the B2Gold Resolutions or the Transaction or makes or withdraws his recommendation that is subject B2Gold Shareholders vote in favour of the B2Gold Resolutions or makes a public statement indicating that he or she no longer supports the B2Gold Resolutions or the Transaction; (iv) in order to permit the CGA Board to recommend a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof Superior Offer; or (v) a B2Gold Prescribed Occurrence occurs prior to 8:00am on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSecond Court Date.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to or at the effectiveness of the Merger in the manner hereinafter providedClosing, as followsbe terminated: (a) by the Stockholders, on the one hand, mutual consent of Buyer and Sellers; (b) by either Buyer or Sellers if a material Breach of any provision of this Agreement has been committed by the JDH Entities, on the other hand, if:party and such Breach has not been waived; (i) at by Buyer if any time following execution and delivery of the Short-Term Line conditions in Section 7 has not been satisfied as of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's Closing Date or if satisfaction of all applicable terms such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions thereunderin Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date; (iid) by Buyer if since the Closing shall not date of this Agreement there has been any change in the business, operations, properties, assets, or financial condition of the Company that would reasonably be expected to have a Material Adverse Effect on the Company or any event has occurred or circumstance exists that would reasonably be expected to result in such a Material Adverse Effect on the Company; (e) by either Buyer or before December 31Sellers if any Governmental Body has issued an order, 2005decree or ruling or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii9.1(e) will shall not be available to any party whose failure to perform or observe fulfill any of its obligations under contained in this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure issuance of the Closing to occur on such order, decree or before such dateruling; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bf) by mutual written consent either Buyer or Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before October 20, 2006, or such later date as the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachmay agree upon.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on mutual written consent of the one hand, Purchaser and the Seller; (b) by either the Purchaser or by the JDH Entities, on the other hand, Seller if: : (i) at a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any time following execution and delivery other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to any of the Short-Term Line Transactions by any Governmental Body that would make consummation of Credit Agreement and prior to Closing, funding thereunder is not available to any of the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderTransactions illegal; (c) by the Purchaser if: (i) any of the representations and warranties of the Seller contained in this Agreement shall be materially inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 5.1(a) would not be satisfied; or (ii) any of the Closing covenants of the Seller contained in this Agreement shall have been materially breached such that the condition set forth in Section 5.1(a) would not have occurred on or before December 31, 2005be satisfied; provided, however, that if an inaccuracy in any of the right representations and warranties of the Seller as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller through the use of reasonable efforts within 30 days after the Purchaser notifies the Seller in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then the Purchaser may not terminate this Agreement under this Section 6.1(d) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period, provided the Seller, during the Seller Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Purchaser may not terminate this Agreement pursuant to this Section 6.1(a)(ii6.1(d) will not be available with respect to any party whose failure to perform such inaccuracy or observe any of its obligations under this Agreement breach if such inaccuracy or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time breach is cured prior to the Effective Time; (b) by mutual written consent expiration of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachSeller Cure Period); or (d) by the Stockholders, if either Seller if: (i) any of the JDH Entities Purchaser’s representations and warranties contained in this Agreement shall be materially breaches inaccurate as of the date of this Agreement, or shall have become materially inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 5.2(a) would not be satisfied; or (ii) if any of its representations, warranties, the Purchaser’s covenants or other agreements under contained in this Agreement (provided shall have been materially breached such that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will condition set forth in Section 5.2(a) would not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholderssatisfied; provided, however, that no cure period will be permitted for if an inaccuracy in any of the Purchaser’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Purchaser is curable by the Purchaser through the use of reasonable efforts within 30 days after the Seller notifies the Purchaser in writing of the existence of such inaccuracy or breach that by its nature can(the “Purchaser Cure Period”), then the Seller may not be cured or terminate this Agreement under this Section 6.1(e) as a result of such breachinaccuracy or breach prior to the expiration of the Purchaser Cure Period, provided the Purchaser, during the Purchaser Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section 6.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Purchaser Cure Period).

Termination Events. Subject to the provisions of Section 6.2, this Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by This Agreement shall automatically terminate (without the Stockholders, on the one hand, requirement of notice to or by any person) upon the JDH Entitiesoccurrence of any of the following (each, on the other hand, if:an “Automatic Termination Event”): (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderExpiration Date; (ii) the Closing consummation of the Exchange Offer; (iii) the RSA is terminated according to its terms; (iv) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; or (v) by the mutual written consent of the Company and the Requisite Noteholders. (b) The Requisite Noteholders, or, in the case of clauses (i), (iii) and (viii) below, the Deferring Noteholders that are holders of at least 40% of the aggregate principal amount of the Notes held by the Deferring Noteholders, shall have the right, but not have occurred the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Deferring Noteholder Termination Event”): (i) the board of directors of the Company does not unconditionally approve this Agreement on or before December January 31, 20052019; (ii) DTC has not received from DTC participants effective instructions to suppress the Deferred Interest Payment with respect to at least 95% of the aggregate principal amount of the Notes on or before February 13, 2019; (iii) the shareholders of the Company do not approve the Exchange Offer in accordance with applicable law and the Company’s estatuto social on or before March 15, 2019; (iv) a breach by Company of any of its agreements, covenants, representations or warranties in this Agreement; (v) the occurrence of an Event of Default pursuant to the terms of the Indenture, other than an Event of Default related to the Payment Deferral; (vi) the RSA is not entered into by the Company as of the date of this Agreement; (vii) the breach by the Company of the RSA; (viii) the Company does not launch the Exchange Offer on or before April 29, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents (as such term is defined in the RSA) to the Argentine Comisión Nacional de Valores (the “CNV”) on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Deferring Noteholders) extend, one time only, such date by no more than 30 calendar days; (ix) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Exchange Offer beyond the Expiration Date; (x) the Company publicly announces its intention not to comply with the terms of this Agreement; (xi) one or more judgments or orders for the payment of money exceeding in the aggregate US$1.0 million (or its equivalent in other currencies) is rendered against the Company by a judicial Authority and any such judgments or decrees are not satisfied, vacated, discharged or stayed or bonded pending appeal within 30 days after the entry thereof; (xii) any administrative or judicial Authority imposes or executes an embargo or similar proceedings against the Company’s assets for an amount in excess of US$1.0 million (or its equivalent in other currencies) and it is not vacated or stayed during the following 30 days; (xiii) the Company or any of its Subsidiaries fails to pay any Indebtedness or breaches any of its obligations under any agreement pursuant to which any of the Company’s or any Subsidiary of the Company’s outstanding Indebtedness was incurred for an amount in excess of US$1.0 million (or its equivalent in other currencies) and such failure to pay or breach results in the acceleration of such Indebtedness; or (xiv) the occurrence of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or the Indenture. (c) The Company shall have the right, but not the obligation, upon five Business Days’ notice to the Requisite Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or more Deferring Noteholders of this Agreement; provided, however, that to the right extent that non-breaching Deferring Noteholders party to this Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement pursuant with respect to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such datebreaching Deferring Noteholder(s); or (iiiii) the Incapacity issuance by any Authority or any court of JQH occurs at competent jurisdiction of any time prior to ruling or order that prevents or delays the Effective Time; (b) by mutual written consent consummation of the parties hereto; (c) by Recapitalization beyond the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; orExpiration Date. (d) Upon the occurrence of the Termination Date, (i) other than Sections 2(k), 10, 11(e), 11(f), 11(g) and 11(l), this Agreement shall terminate and all obligations of the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect and (ii) the Deferred Interest Payment, together with any other amounts related to the Payment Deferral due and payable pursuant the terms of the Indenture, shall immediately become due and payable. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a notice by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants Requisite Noteholders pursuant to Section 4(b) (Deferring Noteholder Termination Event) or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachCompany pursuant to Section 4(c) (Company Termination Event).

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by mutual written agreement of the StockholdersSecurityholders’ Representative and Parent; or (b) by Parent, on at any time prior to the one handClosing, or by the JDH Entities, on the other hand, if: if (i) the Company or the Securityholders’ Representative is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; or (c) by the Securityholders’ Representative, at any time following execution and delivery prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the Short-Term Line of Credit Agreement and prior to Closingrepresentations, funding thereunder warranties or covenants made by it in this Agreement, (ii) such breach is not available cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the borrower thereunder upon extent such borrower's satisfaction breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 incapable of all applicable terms and conditions thereunderbeing satisfied; (iid) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not have occurred on or before December 31, 2005prior to such date; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(d) will shall not be available to any such party whose failure to perform if the action or observe inaction of such party (or in the case of the Securityholders’ Representative, the Company) or any of its obligations under this Agreement or any Transaction Agreement Affiliates has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such datedate and such action or failure to act constitutes a breach of this Agreement; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (be) by mutual written consent either Parent or the Securityholders’ Representative if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of such party (or in the case of the parties hereto; (cSecurityholders’ Representative, the Company) by the JDH Entities, if any of the Stockholders materially breaches or any of its representations, warranties, covenants Affiliates has been a principal cause of or other agreements under this Agreement (provided that any representation, warranty, covenant resulted in such Order or agreement of the Stockholders contained herein that is subject to action and such action or inaction constitutes a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachAgreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by Parent at any time prior to the StockholdersEffective Time, if a breach of any representation or warranty or failure to perform any covenant or obligation contained in this Agreement on the one hand, or by part of the JDH Entities, on the other hand, if: Company shall have occurred that (i) at any time following execution and delivery would cause a failure of the Short-Term Line of Credit Agreement conditions in Section 6.2(a) or Section 6.2(b) to exist and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) cannot be cured by the Closing shall not have occurred on or before December 31, 2005Company by the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(a) will if either Parent or Merger Sub is then in material breach of any representation, warranty, covenant or other agreement hereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; orbeing satisfied; (iiib) by the Incapacity of JQH occurs Company at any time prior to the Effective Time; , if a breach of any representation or warranty or failure to perform any covenant or obligation contained in this Agreement on the part of Parent or Merger Sub shall have occurred that (bi) by mutual written consent would cause a failure of the parties hereto; conditions in Section 6.3(a) or Section 6.3(b) to exist and (cii) cannot be cured by Parent or Merger Sub by the JDH EntitiesOutside Date; provided, if any of however, that the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under Company shall not have the right to terminate this Agreement (provided that pursuant to this Section 7.1(b) if the Company is then in material breach of any representation, warranty, covenant or other agreement of hereunder that would result in the Stockholders contained herein that is subject conditions to a materiality Closing set forth in Section 6.2(a) or similar qualification will Section 6.2(b) not be so qualified for purposes of determining being satisfied; (c) by Parent or the existence of any breach thereof Company if the Closing has not occurred on or before June 30, 2019 (the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities“Initial Outside Date”); provided, howeverthat if on the Initial Outside Date any of the conditions set forth in Sections 6.1(a) or (b) shall not have been satisfied but all other conditions set forth in Section 6 shall have been satisfied or waived or shall then be capable of being satisfied, then the Initial Outside Date shall be automatically extended to September 30, 2019; and provided, further, that no cure period will if the Marketing Period has not ended by the last Business Day immediately prior to the Outside Date, then the Outside Date shall be permitted for automatically extended without any action by the parties to the fifth (5th) Business Day following the final day of the Marketing Period. As used in this Agreement, the term “Outside Date” means the Initial Outside Date, unless extended pursuant to the foregoing sentence, in which case, the term “Outside Date” means such breach that by its nature candate to which the Initial Outside Date has been so extended. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 7.1(c) shall not be cured available to any party if the failure of the Closing to occur by such date shall be due to the failure of the such party to perform or as a result observe the covenants and agreements of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under party set forth in this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.Agreement;

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the transactions contemplated herein may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderParties; (iib) after July 14, 2022 (the “Outside Date”) by any Party by notice to the other Party if the Closing shall not have occurred on or before December 31, 2005prior to the Outside Date; provided, however, that if, on the Termination Date, the conditions to the Closing set forth in (i) Section 7.1(a) (solely to the extent any such Order is in respect of an Antitrust Law), (ii) Section 7.1(b) or (iii) Section 7.2(c) (solely to the extent relating to the failure of a condition in respect of an Antitrust Law) shall not have been fulfilled but all other conditions to the Closing set forth in Article 7 have been waived or fulfilled (other than those conditions that by their terms cannot be satisfied prior to the Closing, but which conditions would be satisfied if the Closing occurred on such date), then the Outside Date shall automatically, without any action on the part of the parties hereto, be extended to January 14, 2023; provided that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to perform any of its obligations under this Agreement was the primary cause of the failure of the Closing to occur on or before such date; (c) by either Party by notice to the other Party, if a Governmental Authority of competent jurisdiction shall have issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Purchase Transaction on the Closing Date (provided that neither Party shall have the right to terminate this Agreement pursuant to this Section 10.1(c) if such Party’s failure to perform its obligations under this Agreement was the primary cause of such Order); (d) by Seller by notice to Buyer, if there has been a breach of any representation or warranty set forth in Article 5, or a breach or failure to perform any covenant or agreement on the part of Buyer set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.2(a) or Section 7.2(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 Buyer of written notice of such breach or failure to perform from Seller (provided, that the failure to deliver the full consideration payable pursuant to Article 8 at the Closing as required hereunder shall not be subject to cure hereunder unless otherwise agreed to in writing by Seller); provided, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii10.1(d) will not be available to Seller if Seller is then in breach of any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided such that any representationcondition set forth in Section 7.3(a) or Section 7.3(b) is incapable of being satisfied; (e) by Buyer by notice to Seller, warrantyif there has been a breach of or failure to perform any representation or warranty set forth in Article 4, or a breach or failure to perform any covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of Seller set forth in this Agreement, which breach or failure to perform (i) would cause the Stockholdersconditions set forth in Section 7.3(a) andor Section 7.3(b) not to be satisfied and (ii) shall not have been cured within 20 Business Days (or by the Outside Date, with respect to any breach if earlier) following receipt by Seller of a covenant contained herein, written notice of such breach is not cured within ten (10) days after written notice or failure to the Stockholders by the JDH Entitiesperform from Buyer; provided, however, that no cure period the right to terminate this Agreement pursuant to this Section 10.1(e) will be permitted for any such breach that by its nature cannot be cured or as a result available to Buyer if Buyer is then in breach of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under contained in this Agreement (provided such that any representationcondition set forth in Section 7.2(a) or Section 7.2(b) is incapable of being satisfied; (f) by Seller, warrantyif (i) Buyer shall have failed to consummate the Purchase Transaction within two Business Days after the date on which the Closing should have occurred pursuant to Section 8.1, covenant or agreement (ii) all the conditions set forth in Section 7.1 and Section 7.3 would have been satisfied if the Closing were to have occurred at such time (other than those conditions that by their terms are to be satisfied by actions taken at the Closing provided such conditions would have been capable of being satisfied as of such date if the JDH Entities contained herein that is subject Closing were to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entitiesoccur), and (iii) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after Seller shall have given written notice to Buyer at least two Business Days prior to the JDH Entities termination of this Agreement pursuant to this Section 10.1(f) (which notice may be given on the date the Closing should have occurred) that Seller stands ready, willing and able to consummate the Purchase Transaction (subject to the satisfaction or waiver of all of the conditions set forth in Section 7.2); or (g) by either Party by notice to the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachother Party if the Ali Merger Agreement is terminated.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandonedmay, by written notice given prior to before or at the effectiveness Closing, be terminated: by mutual written consent of the Merger in Purchaser and the manner hereinafter provided, as follows: (a) Company; by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Purchaser if (i) at there has been a breach of any time following execution and delivery of the Short-Term Line Company's representations, warranties or covenants contained in this Agreement, and such breach has not been cured by the earlier of Credit Agreement the Termination Date or within five (5) Business Days after the Purchaser has given the Company written notice of the breach and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right its intention to terminate this Agreement pursuant to this Section 6.1(a)(ii7.1(b) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is a breach by the Company of Section 5.2 or Section 5.5 of this Agreement) and if such breach would result in the failure of any of the conditions set forth in Section 6.1 to be fulfilled or satisfied or (ii) the Voting Agreements have not been executed by each of the Voting Agreement Signatories and delivered to the Purchaser within one (1) Business Day following the execution of this Agreement by the parties hereto; by the Company if there has been a breach of any of the Purchaser's or the Merger Sub's representations, warranties or covenants contained in this Agreement, and such breach has not been cured within ten five (105) days Business Days after the Company has given the Purchaser written notice of the breach and its intention to the JDH Entities by the Stockholders; terminate this Agreement pursuant to this Section 7.1(c) (provided, however, that no such cure period will shall be permitted for available or applicable to any such breach that which by its nature cannot be cured cured) but only if such breach would result in the failure of any of the conditions set forth in Section 6.2 to be fulfilled or as satisfied; by either the Purchaser or the Company if any Governmental Authority of competent jurisdiction has issued a result Judgment or taken any other action, in each case having the effect of such breachpermanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser or the Merger Sub to comply fully with its obligations under this Agreement) on or before the Termination Date; or by the Company if the Closing has not occurred (other than through the failure of the Company to comply fully with its obligations under this Agreement) on or before the Termination Date.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may shall be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, Closing as follows, and in no other manner: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual consent of the Short-Term Line of Credit Agreement Buyer, the Company and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderRepresentatives; (iib) if the Closing Purchase Agreement has been terminated in accordance with its provisions; (c) if the transactions contemplated by this Agreement shall not have occurred on or before December July 31, 2005; provided2003, howeveror such later date as may have been agreed upon in writing by the parties, PROVIDED, that the right any such failure to terminate this Agreement pursuant to this Section 6.1(a)(ii) will close is not be available due to any party whose failure to perform perform, default or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) breach by mutual written consent of the parties a party hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the StockholdersBuyer upon a Material Adverse Change except any such change or effect resulting from or arising in connection with (i) this Agreement or the transactions contemplated hereby, (ii) changes or conditions affecting the intravenous catheter industry or market for such products generally, (iii) changes in economic, regulatory or political conditions generally, (iv) fluctuations in foreign currency exchange rates, or (v) changes or effects that are the direct result of actions taken by the Buyer without the express authorization or consent of the Representatives; (e) by the Representatives, provided the Company or the Stockholders are not in breach of any of their obligations hereunder, if either of the JDH Entities materially breaches Buyer fails to perform in any material respect any of its representationscovenant in this Agreement when performance thereof is due or the Buyer shall have breached in any material respect any of its representations and warranties contained in this Agreement which has a Material Adverse Effect and the Buyer shall have had a reasonable opportunity to cure before Closing; (f) by the Buyer, warrantiesprovided the Buyer is not in breach of any of its obligations hereunder, if the Stockholders or the Company fail to perform in any material respect any of their covenants in this Agreement when performance thereof is due or other agreements under the Stockholders shall have breached in any material respect any of the Stockholders' representations and warranties contained in this Agreement which has a Material Adverse Effect and the Stockholders or the Company, as the case may be, shall have had a reasonable opportunity to cure before Closing; (g) by the Representatives or the Buyer, if the Schedules to this Agreement (provided that any representation, warranty, covenant or agreement as delivered and reviewed pursuant to the terms of the JDH Entities contained herein that is subject to a materiality or similar qualification will this Agreement) are not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured finalized as - 39 - contemplated by SECTION 11.1 within ten fourteen (1014) days after written notice the date of this Agreement; or (h) by the Buyer if, at anytime during the thirty (30) days following the execution of this Agreement the due diligence investigation conducted by the Buyer and its representatives of the Company and its Subsidiaries, including without limitation, the Business, and relevant financial, tax, legal, regulatory and other considerations fails to have been completed in a manner reasonably satisfactory to the JDH Entities Buyer and its representatives by reason of such investigation uncovering a condition or event that has not been previously disclosed to the Buyer or its representatives prior to the date of this Agreement which condition or event could reasonably be expected to have a materially adverse effect as determined by the Stockholders; providedBuyer in its reasonable discretion on the valuation of the Company and its Subsidiaries, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or taken as a result whole, as of such breachthe date of this Agreement.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness Closing (whether before or after approval of this Agreement and the principal terms of the Merger in by the manner hereinafter provided, as follows:Company's shareholders): (a) by Parent if the StockholdersClosing has not taken place on or before September 30, 2000 (other than as a result of any failure on the one handpart of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to the Company); (b) by the Company if the Closing has not taken place on or before September 30, 2000 (other than as a result of the failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Parent); (c) by mutual written consent of Parent and the Company; (d) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (e) by the JDH Entities, on the other hand, if: Parent if (i) at any time following execution and delivery of the Short-Term Line Company's representations and warranties contained in this Agreement shall be inaccurate as of Credit Agreement and prior to Closingthe date of this Agreement, funding thereunder is not available or shall have become inaccurate as of a date subsequent to the borrower thereunder upon date of this Agreement, such borrower's satisfaction of all applicable terms and conditions thereunder; that the condition set forth in Section 6.1 would not be satisfied, or (ii) any of the Closing Company's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not have occurred on or before December 31, 2005be satisfied; provided, however, that if an inaccuracy in any of the right Company's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company and the Company is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then Parent may not terminate this Agreement pursuant to under this Section 6.1(a)(ii8.1(e) will not be available to any party whose failure to perform on account of such inaccuracy or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such datebreach; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (cf) by the JDH EntitiesCompany if (i) any of Parent'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 7.1 would not be satisfied, or (ii) if any of the Stockholders materially breaches any of its representations, warranties, Parent's covenants or other agreements under contained in this Agreement (provided shall have been breached such that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will condition set forth in Section 7.2 would not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entitiessatisfied; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches an inaccuracy in any of its representations, warranties, covenants or other agreements under Parent's representations and warranties as of a date subsequent to the date of this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained hereinby Parent is curable by Parent and Parent is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, such breach is then the Company may not cured within ten (10terminate this Agreement under this Section 8.1(f) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result on account of such inaccuracy or breach.

Termination Events. Subject to the other provisions of this Section 6.29, this Agreement may be terminated and abandonedmay, by written notice given at or prior to the effectiveness of the Merger Closing in the manner hereinafter provided, as followsbe terminated and abandoned: (a) by By either the StockholdersSellers and the Stockholder, on the one hand, or by the JDH EntitiesBuyer, on the other, if a material default or breach shall be made by the other handwith respect to (i) the due and timely performance of any of its covenants and agreements contained herein, if:or (ii) the due compliance with any of its representations and warranties contained in Sections 3 and 3A or Section 4, as the case may be, except (in the case of the Sellers and the Stockholder) for any lack of compliance that arises from an event or condition that (together with all other events or conditions) would not be a Material Event, and such breach or default has not been (i) cured within 15 days after notice thereof is given to the breaching party or (ii) waived by the non-breaching party; (i) at any time following execution and delivery by the Buyer if all of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing set forth in Section 5.1 shall not have occurred been satisfied on or before November 30, 1997, or in the event of a second request by the Federal Trade Commission or other appropriate Governmental Body pursuant to either parties' Xxxx-Xxxxx-Xxxxxx filing, December 31, 2005; provided1997, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the other than through failure of the Closing Buyer to occur fully comply with its obligations hereunder, or shall not have been waived by it on or before such datedates; or (ii) by the Sellers and the Stockholder if all of the conditions set forth in Section 5.2 shall not have been satisfied on or before November 30, 1997, or in the event of a second request by the Federal Trade Commission or other appropriate Governmental Body pursuant to either parties' Xxxx-Xxxxx-Xxxxxx filing, December 31, 1997, other than through failure of the Sellers and the Stockholder to fully comply with their obligations hereunder, or shall not have been waived by it on or before such dates; (c) By either the Sellers, the Stockholder or the Buyer if there shall have occurred a Material Event; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bd) by mutual written consent of the parties hereto; (c) by Sellers, the JDH Entities, if any of Stockholder and the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachBuyer.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: Netivation if (i) at any time following execution and delivery there is a material Breach of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement obligation of Pinnacle or any of the Selling Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured in this Agreement and within ten twenty (1020) days after written notice of such Breach to the Stockholders or from Pinnacle, such Breach shall not have been cured in all material respects or waived by the JDH Entities; provided, however, Netivation and Merger Sub or Pinnacle shall not have provided reasonable assurance to Netivation that no cure period such Breach will be permitted for cured in all material respects on or before the Closing, or (ii) Netivation reasonably determines that the timely satisfaction of any such breach that by its nature cannot be cured or condition set forth in Section 6 has become impossible (other than as a result of any failure on the part of Netivation or Merger Sub to comply with or perform any covenant or obligation of Netivation or Merger Sub set forth in this Agreement) and such breach; orcondition shall not have been waived by Netivation and Merger Sub; (db) by the Stockholders, Agent (as defined in Section 10.1) if either (i) there is a material Breach of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement obligation of the JDH Entities Netivation contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured in this Agreement and within ten twenty (1020) days after written notice of such Breach to the JDH Entities or from Netivation, such Breach shall not have been cured in all material respects or waived by the Stockholders; provided, however, Pinnacle or Netivation shall not have provided reasonable assurance to Pinnacle that no cure period such Breach will be permitted for cured in all material respects on or before the Closing, or (ii) the Agent reasonably determines that the timely satisfaction of any such breach that by its nature cannot be cured or condition set forth in Section 7 has become impossible (other than as a result of any failure on the part of Pinnacle or any of the Selling Stockholders to comply with or perform any covenant or obligation of Pinnacle or the Selling Stockholders set forth in this Agreement) and such breachcondition shall not have been waived by Pinnacle; (c) by Netivation at the Closing if any condition set forth in Section 6 has not been satisfied by the Closing and such condition shall not have been waived by Netivation; (d) by the Agent at the Closing if any condition set forth in Section 7 has not been satisfied by the Closing and such condition shall not have been waived by Pinnacle; (e) by Netivation if the Closing has not taken place by July 15, 2000 (other than as a result of any failure on the part of Netivation or Merger Sub to comply with or perform any covenant or obligation of Netivation or Merger Sub set forth in this Agreement); (f) by the Agent if the Closing has not taken place by July 15, 2000 (other than as a result of the failure on the part of Pinnacle or any of the Selling Stockholders to comply with or perform any covenant or obligation of Pinnacle or the Selling Stockholders set forth in this Agreement); or (g) by the mutual consent of Netivation, Pinnacle and the Agent.

Termination Events. Subject Anything contained in this Agreement to the provisions of Section 6.2contrary notwithstanding, this Agreement may be terminated and abandoned, by written notice given at any time prior to the effectiveness of the Merger in the manner hereinafter provided, as followsClosing Date: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Parent and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderPurchaser Owner; (iib) by either the Parent or the Purchaser Owner, by giving written notice of such termination to the other, if a Governmental Entity of competent jurisdiction shall have enacted, enforced or entered any Law or a final and non-appealable Order shall be in effect that prohibits the consummation of the Closing; provided, that the party hereto seeking to terminate this Agreement shall have used reasonable best efforts to have any such Law declared invalid or inapplicable or Order vacated; (c) by either the Parent or the Purchaser Owner, by giving written notice of such termination to the other, if the Closing shall not have occurred on prior to the date that is one hundred twenty (120) days after entry of the Sale Order and as of such date all conditions to the Closing set forth in Article VI shall have been satisfied or before December 31waived or shall be capable of being satisfied at the Closing (but subject to the satisfaction or waiver at or prior to the Closing of all such conditions), 2005; providedexcept for Section 6.1(b) or, howeversolely in respect of the HSR Act, that Section 6.1(c), unless the right failure of the Closing to occur prior to such date results from the failure of the party hereto seeking to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to materially perform or observe any of its obligations under this Agreement required to be performed by it at or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimeClosing; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the StockholdersPurchaser Owner in the event of (i) any breach by the Sellers of any of their covenants, representations or warranties contained in this Agreement, which breach would (if either occurring or continuing as of the JDH Entities materially breaches Closing) give rise to the failure of a condition to the Closing set forth in Section 6.3, or (ii) any material breach by the Sellers of the Bidding Procedures Order or the Sale Order, and in either case, the failure of the Sellers to cure such breach within fourteen (14) days after receipt of the Purchaser Termination Notice; provided, that (A) neither of the Purchaser Parties is itself in material breach of its representationscovenants, warrantiesrepresentations or warranties contained in this Agreement or the provisions of the Bidding Procedures Order or the Sale Order, covenants or other agreements (B) the Purchaser Owner notifies the Sellers in writing (the “Purchaser Termination Notice”) of its intention to exercise its rights under this Agreement (provided that any representation, warranty, covenant or agreement as a result of the JDH Entities breach and (C) the Purchaser Owner specifies in such Purchaser Termination Notice the covenant, representation or warranty contained herein that is subject to a materiality in this Agreement or similar qualification will not be so qualified for purposes the provision of determining the existence Bidding Procedures Order or the Sale Order of which the Sellers are allegedly in breach; (e) by the Parent in the event of (i) any breach by the Purchaser Parties of any of their covenants, representations or warranties contained in this Agreement, which breach thereof on the part would (if occurring or continuing as of the JDH EntitiesClosing) andgive rise to the failure of a condition to the Closing set forth in Section 6.2, or (ii) any material breach by the Purchaser Parties of the Bidding Procedures Order or the Sale Order, and in either case, the failure of the Purchaser Parties to cure such breach within fourteen (14) days after receipt of the Seller Termination Notice; provided, that (A) the Sellers are not themselves in material breach of their covenants, representations or warranties contained in this Agreement or the provisions of the Bidding Procedures Order or the Sale Order, (B) the Parent notifies the Purchaser Owner in writing (the “Seller Termination Notice”) of its intention to exercise its rights under this Agreement as a result of the breach and (C) the Parent specifies in such Seller Termination Notice the covenant, representation or warranty contained in this Agreement or the provision of the Bidding Procedures Order or the Sale Order of which the Purchaser Parties are allegedly in breach; (f) by either the Purchaser Owner or the Parent, by giving written notice of such termination to the other, if the Sellers consummate any transaction (i) in which a material portion of the Business or the Acquired Assets are to be sold, transferred or otherwise disposed of and (ii) that the Bankruptcy Court has finally approved in an Order as “superior” in accordance with the Bidding Procedures Order, to the Acquisition; (g) by the Purchaser Owner, in the event that the Bankruptcy Court enters an order with respect to any breach the Motion to Approve the Bidding Procedures and Sale denying approval of the Break-Up Fee or Expense Reimbursement Amount (which order was not consented to by the Purchaser Parties) and such order has become a covenant contained hereinFinal Order, by providing written notice of such breach is termination within two (2) days of the Bankruptcy Court’s entry of the order; or (h) by the Parent, by giving written notice of such termination to the Purchaser Owner, if a Lender has withdrawn or terminated its Commitment Letter and the Purchaser Parties have not cured entered into a commitment letter with respect to replacement Debt Financing in accordance with Section 5.18(b) within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any Business Days following such breach that by its nature cannot be cured withdrawal or as a result of such breachtermination.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given prior to before the effectiveness of the Merger in the manner hereinafter provided, Closing as follows: (ai) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery mutual written consent of the Short-Term Line of Credit Agreement Seller and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunderBuyer; (ii) the Buyer may terminate this Agreement by giving written notice to the Seller at any time before the Closing only: (A) if the Seller has breached any material representation or warranty set forth in Sections 3 or 4 or if the Seller has breached any covenant contained in this Agreement in any material respect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach; or (B) if the Closing shall not have occurred on or before December 31November 30, 2005; provided1998, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any by reason of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of any condition precedent under Section 10 (unless the Closing to occur on failure results primarily from the Buyer itself breaching any representation, warranty or before such datecovenant contained in this Agreement); or (C) if either of the Finance Letters has been withdrawn or the Updated Finance Letter has been withdrawn; (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under Seller may terminate this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after by giving written notice to the Stockholders by Buyer at any time before the JDH Entities; providedClosing only: (A) if the Buyer has breached any material representation or warranty in Section 5 or if the Buyer has breached any covenant contained in this Agreement in any material respect, howeverthe Seller has notified the Buyer of the breach, that no and the breach has continued without cure for a period will be permitted for any such breach that by its nature cannot be cured or as a result of such thirty (30) days after the notice of breach; or (dB) if the Closing shall not have occurred on or before November 30, 1998, by the Stockholders, if either reason of the JDH Entities materially breaches failure of any of its representations, warranties, covenants or other agreements condition precedent under this Agreement Section 9 (provided that unless the failure results primarily from the Seller itself breaching any representation, warranty, covenant warranty or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachin this Agreement).

Termination Events. Subject to the provisions of Section 6.211.2, this Agreement may be terminated and abandonedmay, by written notice given at or prior to the effectiveness of the Merger Closing in the manner hereinafter provided, as followsbe terminated: (a) by either the Stockholders, on Up2004snap Shareholders or Manu Forti if a default or breach shall be made by the one handother party hereto with respect to the due and timely performance of any of its covenants and agreements contained herein, or by with respect to the JDH Entitiesdue compliance with any of its representations, on the other handwarranties or covenants, if:and such default cannot be cured and has not been waived; (i) at any time following execution and delivery by the Up2004snap Shareholders if all of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing set forth in Article V shall not have occurred on been satisfied at the time the Closing would otherwise occur or before December 31if satisfaction of such a condition is or becomes impossible, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the other than through failure of the Closing Up2004snap Shareholders to occur on fully comply with their obligations hereunder, and shall not have been waived by the Up2004snap Shareholder or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (bii) by mutual written consent Manu Forti, if all of the parties heretoconditions set forth in Article VI shall not have been satisfied at the time the Closing would otherwise occur or if satisfaction of such a condition is or becomes impossible, other than through failure of Manu Forti to fully comply with its obligations hereunder, and shall not have been waived by Manu Forti on or before such date; (c) by the JDH Entities, if any mutual consent of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachUp2004snap Shareholders and Manu Forti; or (d) by either Up2004snap or Manu Forti if the StockholdersClosing shall not have occurred, if either other than through failure of any such party to fulfill its obligations hereunder, on or before 45 days from the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under date this Agreement (provided that is executed or such later date as may be agreed upon in writing by the parties. Each party's right of termination hereunder is in addition to any representation, warranty, covenant other rights it may have hereunder or agreement otherwise and the exercise of the JDH Entities contained herein that is subject to a materiality or similar qualification will right of termination shall not be so qualified for purposes an election of determining the existence of any breach thereof on the part of the JDH Entitiesremedies. (e) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; providedUp2004snap Shareholders, however, that no cure wherein the Up2004snap Shareholders have the sole right to rescind this Agreement. within a 45-day period will be permitted for any such breach that by its nature cannot be cured or following the execution of this Agreement if Manu Forti's fails to execute the Financing as a result of such breachdefined in Section 5.17.

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and abandoned, by written notice given the Transaction abandoned at any time prior to the effectiveness Closing Date, provided however that upon any such termination the surviving obligations of the Merger Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the manner hereinafter provided, as followsterms of the Letter of Intent: (a) by the Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution mutual written consent of Parent and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective TimePremier; (b) by mutual written consent Parent if there has been a breach of the parties hereto; (c) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof in this Agreement on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, Premier or Xxxxx and such breach is has not been cured within ten (10) business days after written notice to the Stockholders by the JDH Entities; Premier (provided, howeverthat none of Parent, Federal or Acquisition Sub is in material breach of the terms of this Agreement, and provided further, that no cure period will shall be permitted required for any such a breach that which by its nature cannot be cured cured) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as a result of such breach; or (d) by the Stockholderscase may be, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes satisfied; (c) (i) by Parent, if Premier, its board of determining directors or Xxxxx shall have (1) withdrawn, modified or amended in any material respect the existence approval of this Agreement or the transactions contemplated herein, or (2) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), provided, that none of Parent, Federal or Acquisition Sub is and in material breach thereof on the part of the JDH Entities) andterms of this Agreement, with respect and in that event Premier shall pay to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to Parent the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach.amount specified in Section 6.1;

Termination Events. Subject to the provisions of Section 6.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned, by written notice given prior to the effectiveness of the Merger in the manner hereinafter provided, as follows: (a) at any time, by mutual written agreement of the Stockholders’ Representative and Parent; or (b) by Parent, at any time prior to the Closing, if (i) the Company or the Stockholders’ Representative is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.2 incapable of being satisfied; or (c) by the Stockholders’ Representative, on at any time prior to the one handClosing, or by the JDH Entities, on the other hand, if: if (i) Parent or Merger Sub is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Stockholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 6.1 incapable of being satisfied; (d) by written notice by either the Stockholders’ Representative or Parent to the other, at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closingafter October 29, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all applicable terms and conditions thereunder; (ii) 2021 if the Closing shall not have occurred on or before December 31, 2005prior to such date; provided, however, that the right to terminate this Agreement pursuant to under this Section 6.1(a)(ii9.1(d) will shall not be available to any such party whose failure to perform if the action or observe inaction of such party (or in the case of the Stockholders’ Representative, the Company) or any of its obligations under this Agreement or any Transaction Agreement Affiliates has been the a principal cause of, of or resulted in, in the failure of the Closing to occur on or before such datedate and such action or failure to act constitutes a breach of this Agreement; (e) by either Parent or the Stockholders’ Representative if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order or taken any other action the effect of which is to permanently restrain, enjoin or otherwise prohibit the Contemplated Transactions; provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to such party if the action or inaction of such party (or in the case of the Stockholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach of this Agreement; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by mutual written consent of the parties hereto; (cf) by the JDH Entities, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements under this Agreement Parent pursuant to Section 5.15 (provided that any representation, warranty, covenant or agreement of the Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breachDisclosure Schedules).