Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminated: (a) by either Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Party; (b) by either Party if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by Xxxxx, in its sole and absolute discretion, at any time from and after the date of this Agreement through and including the date that is 270 calendar days after the date of this Agreement (the date of this Agreement being excluded from such 270-day period); (b) by either Purchaser Xxxxx or Seller Primal if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (bc) (i) by either Party Xxxxx if any of the conditions in Article VI Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Xxxxx to comply with its obligations under this Agreement) and the other Party Xxxxx has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Primal, if any of the conditions in Article VII Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Acquired Companies to comply with their obligations under this Agreement) and Purchaser Primal has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser Xxxxx and Seller;Primal; or (e) by either Purchaser Xxxxx or Seller Primal if the First 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 December March 31, 20032000, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement maymay be terminated, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminatedClosing: (a) by either Purchaser Buyer or Seller the Acquired Companies if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) by either Party Buyer if (i) any of the conditions condition in Article VI Section 7.1 or 7.2 has not been satisfied as of the First Closing Date Date, or Second Closing Date or if (ii) satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser the Acquired Companies if (i) any of the conditions condition in Article VII Section 7.1 or 7.3 has not been satisfied as of the First Closing Date Date, or Second Closing Date or if (ii) satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of any Acquired Company to comply with its obligations under this Agreement) and Purchaser has the Acquired Companies have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser Buyer and Seller;the Acquired Companies; or (e) by either Purchaser Buyer or Seller the Acquired Companies if the First 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 December 31September 30, 20032006, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) (i) by either Purchaser USX RTI Holdings or Seller Kobe RTI Holdings if a material Breach satisfaction of any provision condition in Sections 12 or 13 is or becomes impossible (other than through the failure of any USX/Kobe Party to comply with its obligations under this Agreement has been committed by the other party Agreement) and such Breach USS/Kobe has not been waived such condition, (ii) by BarTech if satisfaction of any condition in Sections 12 or 14 is or becomes impossible (other than through the non- breaching Partyfailure of BarTech or any Republic Party to comply with its obligations under this Agreement) and BarTech has not waived such condition or (iii) by RES Holding if satisfaction of any condition in Sections 12 or 15 is or becomes impossible (other than through the failure of BarTech or any Republic Party to comply with its obligations under this Agreement) and RES Holding has not waived such condition; (b) by either Party if any mutual consent of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleUSS/Kobe, BarTech and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;RES Holding; or (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller USS/Kobe if the First Closing has not occurred on or before December January 31, 20032000, or such later date as the parties to which USS/Kobe may agree upon; or (fother than through the failure of any USX/Kobe Party to comply with its obligations under this Agreement), (ii) by Purchaser upon BarTech if the occurrence Closing has not occurred on or before January 31, 2000, or such later date to which BarTech may agree (other than through the failure of an Event BarTech or any Republic Party to comply with its obligations under this Agreement) or (iii) by RES Holding if the Closing has not occurred on or before January 31, 2000, or such later date to which RES Holding may agree (other than through the failure of Default BarTech or any Republic Party to comply with its obligations under the Loan Documentsthis Agreement).

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Parent or Seller Subsidiary on the one hand, or Company and Shareholders, on the other hand, if a material Breach breach of any provision of this Agreement has been 44 50 committed by the other party parties and such Breach breach has not been waived by or cured within ten (10) days after the non- non-breaching Partyparty or parties has notified the breaching party of such breach and its intention to terminate pursuant to this Section 11; (b) (i) by either Party Subsidiary if any of the conditions in Article VI Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Parent or Subsidiary to comply with its obligations under this Agreement) and the other Party Subsidiary has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Company, if any of the conditions in Article VII Section 10 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Company to comply with its obligations under this Agreement) and Purchaser Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Subsidiary in accordance with Section 4.3 hereof. (d) by mutual consent of Purchaser Subsidiary and Seller;Company; or (e) by either Purchaser Subsidiary or Seller Company if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (e) to comply fully with its obligations under this Agreement) on or before December January 31, 20031999, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser SVIH or Seller Softline if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by or cured on or before fourteen (14) days after written notice from the non- non-breaching Party;party; provided that if the breaching party has reasonably commenced curing the breach within such 14 day period but if such breach is incapable of being cured within such period, the 14 day period shall be reasonably extended to enable the breaching party to complete cure the breach. (b) (i) by either Party SVIH if any of the conditions in Article VI has Section 6 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of SVIH to comply with its obligations under this Agreement) and the other Party SVIH has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Softline, if any of the conditions in Article VII Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Softline to comply with its obligations under this Agreement) and Purchaser Softline has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of SVIH and Softline; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser SVIH or Seller Softline if the First 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 December October 31, 20031997, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by 9.1.1 By either Purchaser Buyer or Seller the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partyin writing; 9.1.2 By Buyer if Company commits a default under the Sublease (bwhich is not cured within any applicable cure period) 9.1.3 By (a) by either Party Buyer if any of the conditions in Article VI has have not been satisfied as of the First Closing Date or Second Closing Date of the Subscription Shares or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived in writing such condition on or before such the Closing DateDate of the Subscription Shares; or (b) the Company, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date of the Subscription Shares or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and Purchaser the Company has not waived in writing such condition on or before such the Closing Date, unless Purchaser has caused, directly Date of the Subscription Shares or indirectly, such condition to be unsatisfied or become impossiblethe Option Shares; (d) by 9.1.4 By mutual consent of Purchaser Buyer and Sellerthe Company; (e) by either Purchaser or Seller 9.1.5 By Buyer if the First Closing of the Subscription Shares has not occurred (other than through the failure of any party seeking to terminate this Agreement to fully comply with its obligations under this Agreement) on or before December August 31, 2003, 2006 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by following the non- breaching Party;passage of a reasonable notice and cure period bases on the character and circumstances of such Breach (if reasonable). (bi) by either Party Buyer if any of the conditions in Article VI Sections 6.1 or 6.2 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers and the Selling Stockholders, if any of the conditions in Article VII Sections 6.1 or 6.3 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller of the Stockholders to comply with their obligations under this Agreement) and Purchaser has Seller and the Stockholders have not waived such condition on or before such the Closing Date; (c) by mutual consent of Buyer, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;Seller and the Seller Stockholders; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller or either of the Seller Stockholders if the First 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 December 31March 15, 20032002, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been cured within a period of ten (10) business days after a written notice of such breach has been delivered by the non-breaching party to the breaching party or waived by such date, provided, however, that in the non- breaching Party;event that the Seller has not received the deposit referred to in Section 2.2 (a) above one (1) day after the Buyer has delivered its signature to this Agreement, the Seller may terminate this Agreement with immediate effect. (b) (i) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Seller or Seller Buyer if the First 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 December 31September 1, 20032004, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller Buyers if a material Breach of any provision of this Agreement has been committed by the other party Shareholders or Cinemex which, if not cured at Closing, would cause the conditions specified in either of Sections 7.1 or 7.2 not to be satisfied, and the Shareholders or Cinemex have not cured such Breach has not been waived within 15 days of notice by the non- breaching PartyBuyers; (b) by Shareholders if a material Breach of any provision of this Agreement has been committed by Buyers which, if not cured at Closing, would cause the conditions specified in either Party of Sections 8.1 or 8.2 not to be satisfied, and Buyers have not cured such Breach within 15 days of notice by Buyers; (c) (i) by Buyers if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyers to comply with their obligations under this Agreement) and the other Party has Buyers have not waived such condition in writing on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Shareholders if any of the conditions in Article VII Section 8 has not been satisfied as of on the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Shareholders or Cinemex to comply with their respective obligations under this Agreement) and Purchaser has the Shareholders have not waived such condition in writing on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser Buyer and Seller;the Shareholders; or (e) by either Purchaser Buyer or Seller the Shareholders if the First 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 December 31June 19, 20032002, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at ------------------ the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser the Company or Seller Buyer if a the terminating party is not then in material Breach breach of any provision of this Agreement has been and the nonterminating party shall have committed by the other party a material breach of any provision of this Agreement and such Breach breach has not been (i) cured by the earlier of (A) five (5) days after the nonterminating party receives notice of such material breach or (B) the Closing Date or (ii) waived by the non- breaching Party;terminating party. (b) (i) by either Party Buyer if any of the conditions in Article VI has Section 10.1 or Section 10.2 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer or Buyer Principals to comply with their obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company, if any of the conditions in Article VII has Section 10.1 and Section 10.3 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or Seller to comply with their obligations under this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and the Company; or (d) by mutual consent either Buyer or the Company if (i) either Buyer or the Company is not reasonably satisfied with the results of Purchaser its legal, business and Seller; accounting due diligence or (eii) by either Purchaser or Seller if the First 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 December 31July 15, 20031999, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer and Acquisition or Seller Sellers and Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer and Acquisition if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers and Company, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Acquisition and Sellers and Company; or (d) by mutual consent of Purchaser either Buyer and Seller; (e) by either Purchaser Acquisition or Seller Sellers and Company if the First 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 December 31April 15, 20031997, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by mutual consent of the Buyer and the Company; or (b) by either Purchaser the Buyer or Seller the Company 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 July 31, 2005, or such later date to which the parties may agree; or (c) by the Buyer or the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived waived; or (d) by the non- breaching Party; (b) by either Party Buyer if any of the conditions in Article VI of ARTICLE 8 has not been satisfied as of the First Closing Date or Second Closing Date July 31, 2005 or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such Closing DateJuly 31, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;2005; or (ce) by Purchaser the Company if any of the conditions in Article VII of ARTICLE 9 has not been satisfied as of the First Closing Date or Second Closing Date July 31, 2005 or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and Purchaser the Company 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; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December July 31, 2003, or such later date as the parties may agree upon2005; or (f) by Purchaser upon either the occurrence Buyer or the Company if any Governmental Body shall have issued a nonappealable final Order having the effect of an Event permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions, except if the party relying on such Order has not complied with its obligations under of Default under the Loan Documentsthis Agreement with respect to such matter.

Termination Events. This Subject to the provisions of Section 11.2, this Agreement may, may be terminated by written notice given at or prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminatedin the manner hereinafter provided: (a) by either Purchaser the Buyer or Seller the Shareholders if a material Breach of any provision of this Agreement has been committed default or breach shall be made by the other party hereto with respect to the due and timely performance of any of its covenants and agreements contained herein, or with respect to the due compliance with any of its representations, warranties or covenants, and, after notice of such Breach default has been received by the defaulting party, such default cannot be cured prior to the Closing Date, or the date that is fifteen (15) days after the receipt of such notice, whichever is later, and has not been waived; (i) by the Buyer if all of the conditions set forth in Section 8.1 shall not have been satisfied on or before the Closing Date, other than through failure of the Buyer to fully comply with its obligations hereunder, and shall not have been waived by Buyer on or before such date; or (ii) by the Shareholders, if all of the conditions set forth in Section 8.2 shall not have been satisfied on or before the Closing Date, other than through failure of the Shareholder to fully comply with their obligations hereunder, and shall not have been waived by the non- breaching Party; (b) by either Party if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition Shareholder on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;date. (c) by Purchaser if any mutual consent of the conditions in Article VII has not been satisfied as Buyer and of the First Closing Date or Second 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;Shareholders; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser the Buyer or Seller the Shareholders if the First Closing has shall not occurred have occurred, other than through failure of such party to fulfill its obligations hereunder, on or before December 31May 30, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents2007.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) (i) by either Purchaser CMGN if a material Breach of any provision of this Agreement has been committed by Seller and such Breach has not been waived; or (ii) by Seller if a material Breach of any provision of this Agreement has been committed by the other party any Buyer and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party CMGN if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyers to comply with their obligations under this Agreement) and the other Party CMGN has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of CMGN and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser CMGN or Seller if the First 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 December 31November 1, 20032010, or such later date as the parties CMGN and Seller may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer, on the one hand, or Seller the Company and/or all Sellers, on the other, if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company and/or all Sellers, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or Sellers to comply with their obligations under this Agreement) and Purchaser has the Company and/or all Sellers have not waived such condition on or before such the Closing Date; (c) by mutual consent of Buyer, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;the Company and all Sellers; or (d) by mutual consent any of Purchaser and Seller; (e) by either Purchaser Buyer, the Company or Seller all Sellers if the First 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 December 31November 30, 20031997, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Purchaser, or Seller the Companies and the Shareholder Representative, if a material Breach breach of any provision of this Agreement has been committed by the other party Party and such Breach breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Purchaser if any of the conditions in Article VI Section 6 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and the other Party Purchaser has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Companies and the Shareholder Representative, if any of the conditions in Article VII Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of the Companies or the Shareholders to comply with their obligations under this Agreement), and Purchaser neither the Companies nor the Shareholders has not waived such condition on or before such the Closing Date; (c) by mutual consent of Purchaser, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;and the Companies and the Shareholder Representative; or (d) by mutual consent of Purchaser either Purchaser, or the Companies and Seller; (e) by either Purchaser or Seller the Shareholder Representative, if the First 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 December 3111, 20032000, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement maycan, by notice given prior to before or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by By either Purchaser or Seller Party, if the other has committed a material Breach of any provision of this Agreement has been committed by Agreement, and the other party and such Breach has not been waived by and that Party was not in material Breach of this Agreement prior to the non- breaching PartyBreach that is forming the basis for the proposed termination; PROVIDED, HOWEVER, that the Party that has committed a material Breach will have ten (10) Business Days after receipt of notice from the other Party of its intention to terminate this Agreement pursuant to this Section 8.1(a) to cure such Breach before the other Party may so terminate this Agreement; (b) by either Party By the Buyer, if any of the conditions condition in Article VI Section 6 has not been satisfied as of the First Closing Date on or Second Closing Date before June 1, 2001 or if satisfaction of such the condition is or becomes impossible (other than through the Buyer's failure to comply with its obligations under this Agreement) and the Buyer has not waived the condition on or before the Closing Date; (c) By the Sellers, if any condition in Section 7 has not been satisfied on or before June 1, 2001, or if satisfaction of a condition is or becomes impossible, impossible (other than through the Sellers' failure to comply with their obligations under this Agreement) and the other Party has Sellers have not waived such the condition on or before such the Closing Date, unless ; (d) By mutual consent of the Buyer and the Sellers; or (e) By either the Buyer or the Sellers if the Closing has not occurred (other than through the failure of any Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (ccomply fully with its obligations under this Agreement) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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 DateJune 1, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 20032001, or such any later date as the parties may Parties agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentson.

Termination Events. This Agreement may, by notice given prior to ------------------ or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Parent, on the one hand, or Seller the Company, on the other, if a material Breach of any provision of this Agreement has been committed by the other party (including, without limitation, a material Breach of Section 3.15) and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Parent if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition Section 8 is or becomes impossible, impossible (other than through the failure of Parent to comply with its obligations under this Agreement) and the other Party Parent has not waived such condition on condition, or before (ii) by the Company, if any of the conditions in Section 9 is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossiblecondition; (c) by Purchaser Parent if any (i) the Company's Board of Directors withdraws or modifies its recommendation of the conditions in Article VII has not been satisfied as Transactions (other than by reason of Parent's failure to comply with its obligations under this Agreement), (ii) an Acquisition Proposal is accepted by the First Closing Date Company, or Second Closing Date or if satisfaction of such a condition is or becomes impossible, (iii) the Company willfully 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 impossiblematerially breaches this Agreement; (d) by mutual consent of Purchaser the Company if Parent willfully and Sellermaterially breaches this Agreement; (e) by mutual consent of Parent and the Company; or (f) by either Purchaser Parent or Seller the Company if the First 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 or the failure of the Exchange Registration Statement to have been declared effective by the Commission) on or before December 31, 20032000, or such later date as the parties hereto may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser EAUTOCLAIMS, PEC or Seller Stockholders if a material Breach breach of any provision of this Agreement has been committed by the other a party and such Breach breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party EAUTOCLAIMS if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of EAUTOCLAIMS to comply with its obligations under this Agreement) and the other Party EAUTOCLAIMS has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser PEC or Stockholders if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of PEC or Stockholders to comply with their obligations under this Agreement) and Purchaser has PEC or Stockholdrs have not waived such condition on or before such the Closing Date; (c) by mutual consent of EAUTOCLAIMS, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;PEC and Stockholders; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser EAUTOCLAIMS, PEC or Seller Stockholders if the First 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 December May 31, 20032000, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminated: (a) by either Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Party; (b) by either Party if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser and Seller;; and (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Buyer if any of the conditions in Article VI Section 5 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless Date or in case of a material adverse change in the Party seeking to terminate this Agreement has caused, directly financial condition of Seller or indirectly, such condition to be unsatisfied the Special Partnership; or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 6 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 31June 30, 2003, 2004 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller M-Flex if a material Breach of any provision of this Agreement has been committed by any member of the other party and such Breach has not been waived by the non- breaching PartyEntrePort Group; (b) by either Party EntrePort if a Breach of any provision of this Agreement has been committed by M-Flex; (c) by M-Flex if any of the conditions in Article VI has VIII have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of M-Flex to comply with its obligations under this Agreement) and the other Party M-Flex has not expressly waived such condition in writing on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibleClosing; (cd) by Purchaser EntrePort if any of the conditions in Article VII has have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through failure of EntrePort to comply with its obligations under this Agreement) and Purchaser EntrePort has not expressly waived such condition in writing on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Sellerthe Closing; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree uponmutual consent of EntrePort and M-Flex; or (f) by Purchaser M-Flex if the Closing has not occurred (other than through the failure of M-Flex to comply with its obligations under this Agreement) on or before March 15, 2003 (the "CLOSING DATE"), or such later date upon which the occurrence of an Event of Default under the Loan Documentsparties hereto may agree.

Termination Events. This Agreement may, by By notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) by either Purchaser or Seller Buyer if a material Breach breach of any provision of this Agreement has been committed by the other party Company or the Shareholders and such Breach breach has not been waived by Buyer; (b) by the Shareholders if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by the non- breaching PartyShareholders; (bc) by either Party Buyer if any condition in Section 3.6 of the conditions in Article VI this Agreement has not been satisfied as of the First date specified for Closing Date or Second Closing Date in Section 2.3 of this Agreement, or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and the other Party Buyer has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (cd) by Purchaser the Shareholders if any condition in Section 3.7 of the conditions in Article VII this Agreement has not been satisfied as of the First date specified for Closing Date or Second Closing Date in Section 2.3 of this Agreement or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of the Shareholders to comply with their obligations under this Agreement), and Purchaser has the Shareholders have 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; (d) by mutual consent of Purchaser and Sellerdate; (e) by either Purchaser or Seller mutual consent of Buyer and the Shareholders; (f) by Buyer if the First Closing has not occurred on or before December January 31, 20032005, or such later date as the parties may agree upon, unless the Buyer is in breach of this Agreement; or (fg) by Purchaser upon the occurrence Shareholders if the Closing has not occurred on or before January 31, 2005, or such later date as the parties may agree upon, unless the Shareholders are in breach of an Event of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Purchaser if any of the conditions in Article VI X has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and the other Party Purchaser has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII XI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (dc) by mutual consent of Purchaser and Seller;Sellers; or (ed) by either (i) the Purchaser or Seller if the First Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) or (ii) 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 December January 31, 20031998, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller Buyer if a material Breach breach of any provision of this Agreement has been committed by Seller, the other party Partners or the Founders and such Breach breach has not been waived or by the non- breaching PartySeller if a material breach of any provision of this Agreement has been committed by Buyer and not waived; (bi) by either Party Buyer if any of the conditions in Article VI Section 9.2 has not been satisfied as of the First Closing Date scheduled closing date under Section 1.4 or Second Closing Date if satisfaction -27- of 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 such date; or (ii) by Seller, if any of the conditions in Section 9.3 has not been satisfied as of the scheduled closing date under Section 1.4 or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Seller, the Partners or the Founders to comply with their obligations under this Agreement) and the other Party Seller has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (c) by Purchaser if any mutual consent of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, Buyer 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;Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 31May 30, 20031997, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser the Buyer or the Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been either cured or waived by prior to the non- breaching PartyClosing Date or any extension thereof; (bi) by either Party the Buyer if any of the conditions in Article VI 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;; or (cii) by Purchaser the Seller, if any of the conditions in Article VII 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Seller to comply with their obligations under this Agreement) and Purchaser the Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of the Buyer and the Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser the Buyer or the Seller if the First 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 December 31February 6, 20031998, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller and Insignia if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller and Insignia, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller and Purchaser has Insignia to comply with their obligations under this Agreement) and Seller and Insignia have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller and Insignia; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller and Insignia if the First 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 December January 31, 20032002, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminatedterminated and the Merger abandoned at any time prior to the Effective Time: (a) by either Purchaser or Seller NELX if a material Breach breach of any provision of this Agreement has been committed by the other party FSI, and such Breach breach has not been waived by the non- breaching Party; and such breach (bif curable) by either Party is not cured within 10 days after notice thereof, or if any of the conditions in Article VI Section 8.1 has not been satisfied as of the First Closing Date on May 29, 2001 (or Second Closing Date other date specified in this Agreement with respect to any such condition) or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of NELX to comply with its obligations under this Agreement) and the other Party NELX has not waived such condition on or before such Closing Date, unless the Party seeking to terminate Effective Time. (b) by FSI if a material breach of any provision of this Agreement has causedbeen committed by NELX, directly and such breach has not been waived and such breach (if curable) is not cured within 10 days after notice thereof, or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII Section 8.2 has not been satisfied as of the First Closing Date on May 29, 2001 (or Second Closing Date other date specified in this Agreement with respect to any such condition) or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of FSI to comply with its obligations under this Agreement) and Purchaser FSI 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;the Effective Time. (c) by mutual consent of FSI and NELX. (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller any party if the First 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 December 31the later of June 30, 20032001, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Concierge, on the one hand, or Seller Wxxxxxxxxx and Sellers, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by waived; provided, however, that the non- breaching Partyparty shall have thirty (30) days from the date of receipt of written notice of such breach from the non-breaching party in which to cure such breach; (b) (i) by either Party Concierge if any of the conditions in Article VI has VIII have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Concierge to comply with its obligations under this Agreement) and the other Party Concierge has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Wxxxxxxxxx and Sellers, acting through Wxxxxxxxxx, if any of the conditions in Article VII IX has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers and Wxxxxxxxxx have not waived such condition on or before such the Closing Date; (c) by mutual consent of Concierge, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;Wxxxxxxxxx and Sellers; or (d) by mutual consent of Purchaser either Concierge, on the one hand, or Wxxxxxxxxx and Seller; (e) by either Purchaser or Seller the Sellers, on the other hand, if the First 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 December 31, 20032016, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents, in writing.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser and Merger Sub or by the Company and Seller if a material Breach of any provision of this Agreement has been committed prior to Closing by the other party and such Breach either has not been waived or has not been cured within fifteen (15) Business Days after notice of such Breach is given by the non- such non-breaching Partyparty; (b) by either Party Purchaser and Merger Sub if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Purchaser or Merger Sub to comply with its obligations under this Agreement) and the other Party Purchaser has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser the Company, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or the Seller to comply with its obligations under this Agreement) and Purchaser the Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual written consent of Purchaser and Seller;the Company; or (e) by either Purchaser or Seller the Company if the First 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 December January 31, 20032012 (the “Target Date”), or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer if any of the conditions contained in Article VI the first sentence of Section 8.1 or in Sections 8.2, 8.3, 8.4 or 8.5 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December August 31, 20032000, or such later date as the parties may agree upon; or (fe) by Purchaser upon Buyer if it elects to terminate after receipt of a Sellers' Section 8.1 Notice in accordance with the occurrence provisions of an Event of Default under the Loan DocumentsSection 8.1.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by or cured within five (5) days after the non- receipt of notice of such Breach from the non-breaching Party;party, (bi) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser has Seller have not waived such condition on or before such the Closing Date, (c) by mutual consent of Buyer and Seller, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 3115, 20032000, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given may be terminated prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminatedClosing: (a) by either Purchaser or Seller the Buyer Group if (i) there is a material Breach of any provision covenant or obligation of this Agreement has been committed by the other party Stockholder or Seller and such Breach shall not have been cured within ten days after the delivery of notice thereof to Seller, or (ii) the Buyer Group reasonably determines that the timely satisfaction of any condition set forth in Section 6 has not been waived by become impossible or impractical (other than as a result of any failure on the non- breaching Partypart of the Buyer Group to comply with or perform its covenants and obligations set forth in this Agreement); (b) by either Party Seller if (i) there is a material Breach of any covenant or obligation of the conditions in Article VI has Buyer Group and such Breach shall not have been satisfied as cured within ten days after the delivery of notice thereof to the First Closing Date Buyer Group, or Second Closing Date or if (ii) Seller reasonably determines that the timely satisfaction of such any condition set forth in Section 7 has become impossible or impractical (other than as a condition is result of any failure on the part of Stockholder or becomes impossible, and the other Party has not waived such condition on Seller to comply with or before such Closing Date, unless the Party seeking to terminate perform any covenant or obligation set forth in this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibleAgreement); (c) by Purchaser if any mutual written consent of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, Buyer Group 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;Seller; or (d) by mutual consent of Purchaser and either the Buyer Group or Seller; (e) by either Purchaser or Seller , if the First Closing has shall not have occurred on or before December 31April 1, 2003, 2006 (provided that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Closing to occur on or before such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence and such action or failure to act constitutes a breach of an Event of Default under the Loan Documentsthis Agreement).

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach breach or violation of any provision of this Agreement has been committed by the other party and such Breach breach or violation has not been waived by the non- breaching Partycured or waived; (b) by either Party Buyer (i) if the certificate provided by Seller pursuant to Section 9.2(a)(iii) describes any change or modification to any representation or warranty which arises to a Material Adverse Change, (ii) if any of the conditions in Article VI ARTICLE 9 has not been satisfied as of the First Closing Date or Second (iii) if satisfaction of 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; (c) by Seller, if any of the conditions in ARTICLE 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and the other Party Seller has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser Buyer and Seller;; or (e) by either Purchaser Buyer or Seller if the First 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 December 31, 2003, the Closing Date or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller the Company if a material Breach breach of any provision of representation, warranty, covenant or agreement contained in this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partycured within ten (10) days following receipt of written notice; (bi) by either Party Buyer if any of the conditions in Article VI Section 6.1 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company, if any of the conditions in Article VII Section 6.2 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or any Shareholder to comply with their obligations under this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and the Company; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller the Company if the First 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 December 31November 30, 20031997, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by or cured on or before fourteen (14) days after written notice from the non- non-breaching Partyparty; (b) (i) by either Party Buyer if any of the conditions in Article VI has Section 8 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Sellers; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller Sellers if the First 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 December 31November 30, 20031996, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: : (a) by either Purchaser Buyer or Seller Sellers if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Party;waived; (b) (bi) by either Party Buyer if any of the conditions set forth in Article VI Section 9 hereof has not been satisfied as of the First Closing Date or Second Closing Date Deadline (as defined below) or if satisfaction of such a condition is or becomes impossible, impossible prior to the Closing Deadline (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions set forth in Article VII Section 10 hereof has not been satisfied as of the First Closing Date or Second Closing Date Deadline or if satisfaction of such a condition is or becomes impossible, impossible prior to the Closing Deadline (other than through the failure of Sellers or Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; ; (dc) by mutual consent of Purchaser Buyer and Seller; Sellers; or (ed) by either Purchaser Buyer or Seller Sellers if the First 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 December March 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents2001.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser the Buyer or Seller the Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived waived; or (i) by the non- breaching Party; (b) by either Party Buyer if any of the conditions in Article VI Section 6.1 hereof has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such a condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Sellers, if any of the conditions in Article VII Section 6.2 hereof has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Sellers to comply with their obligations under this Agreement) and Purchaser has the Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;; or (c) by mutual consent of the Buyer and the Sellers; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser the Buyer or Seller the Sellers if the First 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 December 31the close of business Friday, 2003the 6th day of July, 2001, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser (i) Buyer or (ii) Seller and the Company, if a material Breach of any provision of this Agreement has been committed by the other party or parties and such Breach has not been waived and has continued without cure for a period of five (5) days following notice thereof by the non- breaching terminating Party; (b) (i) by either Party Buyer if any condition in Section 7 has not been satisfied as of October 1, 2005 or if satisfaction of such a condition is or becomes impossible (other than through the conditions 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 Seller and the Company, if any condition in Article VI Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller or the Company to comply with their obligations under this Agreement) and neither Seller nor the other Party Company has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any mutual consent of Buyer, Seller and the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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;Company; or (d) by mutual consent of Purchaser either (i) Buyer or (ii) Seller and Seller; (e) by either Purchaser or Seller the Company if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply with its obligations under this Agreement) on or before December 31September 15, 20032005, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Acquirer or Seller Transferor if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partyin writing; (b) (i) by either Party Acquirer if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Acquirer to comply with its obligations under this Agreement) and the other Party Acquirer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Transferor, if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Transferor to comply with its obligations under this Agreement) and Purchaser Transferor has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Acquirer and Transferor; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Acquirer or Seller Transferor if the First 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 December 31, 2003the date on which the SEC declares the Registration Statement effective, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer, on one hand, or Seller Sellers’ Representative, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party party, which has not been cured within twenty (20) days after receipt of notice by the breaching party, and such Breach breach has not been waived by the non- non-breaching Partyparty; (b) (i) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers’ Representative, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser Sellers’ Representative has not waived such condition on or before such the Closing Date; (c) by mutual written consent of Buyer, unless Purchaser has causedon the one hand, directly or indirectlyand Sellers’ Representative, such condition to be unsatisfied or become impossible;on the other hand; or (d) by mutual consent of Purchaser Buyer, on the one hand, and Seller; (e) by either Purchaser or Seller Sellers’ Representative, on the other hand, if the First 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 December 31, 2003the date that is sixty (60) days from the date of execution of this Agreement, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) 9.1.1 by either Purchaser Buyer, on the one hand, or Seller Sellers, on the other hand, if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer if any of the conditions in Article VI 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer or Merger Sub to comply with their obligations under this Agreement) and the other Party neither Buyer nor Merger Sub has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) 9.1.3 by mutual consent of Purchaser Buyer, Merger Sub and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree uponSellers; or 9.1.4 by Sellers if the Sellers shall be dissatisfied, in their sole discretion, with (fi) by Purchaser upon Buyer's plan of financing in connection with the occurrence Merger or (ii) with the amount of an Event of Default under the Loan Documentssuch financing.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by 8.1.1 By either Purchaser Buyer or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been cured within twenty (20) days of written notice form the non Breaching Party or otherwise waived by the non- breaching Partyin writing; 8.1.2 By (ba) by either Party Buyer if any of the conditions in Article VI has have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived in writing such condition on or before such the Closing Date; or (b) Sellers, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived in writing such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by 8.1.3 By mutual written consent of Purchaser Buyer and Seller;Sellers; or (e) by 8.1.4 By either Purchaser Buyer or Seller Sellers if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to fully comply with its obligations under this Agreement) on or before December 31February ___, 2003, 2007 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach of any provision breach of this Agreement has been committed by the other party and such Breach breach has not been waived by (i) remedied within ten (10) business days following receipt of written notice from the non- breaching Partyother party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 3115, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents2005.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party party, and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer if (A) any of the conditions in Article VI Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and the other Party Buyer has not waived such condition on or before such the Closing Date, unless ; or (B) if the Party seeking condition imposed by a landlord in connection with satisfying the requirements of Section 9.3(b) result in a material adverse economic effect to terminate this Agreement has caused, directly the Buyer; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if (A) any of the conditions in Article VII Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Sellers to comply with their obligations under this Agreement); or (B) if the condition imposed by a landlord in connection with satisfying the requirements of Section 9.3(b) result in a material adverse economic effect to Sellers, and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Sellers; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller Sellers if the First 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 December 31June 11, 20032006, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by By notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, subject to Section 10.02, this Agreement may be terminatedterminated as follows: (a) by either the Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by the other party Company and such Breach has not been waived by the non- breaching PartyPurchaser; (b) by either Party the Company if a material Breach of any provision of this Agreement has been committed by the Purchaser and such Breach has not been waived by the Company; (c) by the Purchaser if any of the conditions condition in Article VI Section 8 has not been satisfied as of the First date specified for Closing Date or Second Closing Date or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement), and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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 impossibledate; (d) by mutual consent the Company if any condition in Section 9 has not been satisfied as of Purchaser the date specified for Closing or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of the Company to comply with their obligations under this Agreement), and Sellerthe Company has not waived such condition on or before such date; (e) by either mutual consent of the Purchaser or Seller and the Company; (f) by the Purchaser if the First Closing has not occurred on or before December 31September 29, 20032010, or such later date as the parties may agree upon, unless the Purchaser is in material Breach of this Agreement; or (fg) by Purchaser upon the occurrence Company if the Closing has not occurred on or before September 29, 2010, or such later date as the parties may agree upon, unless the Company is in material Breach of an Event of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser the Seller, on the one hand, or Seller by the Purchaser, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party or its Affiliates and such Breach breach has not been expressly waived by the non- breaching Partyin writing; (b) (i) by either Party the Purchaser if any of the conditions in Article VI has ARTICLE VII have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement) and the other Party Purchaser has not expressly waived such condition in writing on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly Closing; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Seller, if any of the conditions in Article VII ARTICLE VIII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Seller or the Company to comply with its obligations under this Agreement) and Purchaser the Seller has not expressly waived such condition in writing on or before such Closing Date, unless the Closing; (c) by mutual consent of the Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;and the Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either the Purchaser or the Seller if the First 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 December August 31, 20031998 (the "CLOSING DATE"), or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)written notices, be terminated: (a) by either Purchaser or Seller if a material Breach of at any provision of this Agreement has been committed time prior to Closing by the other party mutual written consent of Acquiror and such Breach has not been waived by the non- breaching PartyTarget; (b) by either Acquiror or Target if the Closing shall not have occurred on or before October 22, 1998 or such later date as Acquiror and the Target may agree upon; (c) by either Acquiror or Target if there shall have been entered a final, nonappealable order or injunction of any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby; (d) by either Acquiror or Target if, prior to the Closing Date, any other Party is in material Breach of any representation, warranty, covenant or agreement herein contained and such Breach shall not be cured within fifteen (15) days of the date of notice of default served by the Party claiming such material default; provided that such terminating Party shall not also be in material Breach of this Agreement at the time notice of termination is delivered; or (e) (i) by Acquiror if any of the conditions in Article VI Sections 5 or 6 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Acquiror to comply with its obligations under this Agreement) and the other Party Acquiror has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Target, if any of the conditions in Article VII Sections 5 or 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Target to comply with its obligations under this Agreement) and Purchaser Target has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Subject to Section 10.2, this Agreement may, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), may be terminatedterminated as follows: (a) by either Purchaser or Seller LICENSEE if a material Breach of any material provision of this Agreement has been committed by the other party ATHLON and such Breach has not been cured within thirty (30) days of notice (as provided for in Section 11.2) of such Breach or has not been waived by the non- breaching PartyLICENSEE; (b) by either Party ATHLON if a material Breach of any material provision of this Agreement has been committed by LICENSEE and such Breach has not been cured within thirty (30) days of notice (as provided for in Section 11.2) of such Breach or has not has not been waived by ATHLON; (c) by LICENSEE if any of the conditions condition in Article VI 8 has not been satisfied as of the First date specified for Closing Date or Second Closing Date in Section 2.4 or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of LICENSEE to comply with its obligations under this Agreement), and the other Party LICENSEE has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (cd) by Purchaser ATHLON if any of the conditions condition in Article VII 9 has not been satisfied as of the First date specified for Closing Date or Second Closing Date Section 2.4 or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of ATHLON to comply with its obligations under this Agreement), and Purchaser ATHLON 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;date; and (de) by mutual consent of Purchaser LICENSEE and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan DocumentsATHLON.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser HPII or Seller the Seymour Companies if a material Breach of any material provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Party(i) cured within thirty (30) days of notice thereof; or (ii) waived; (b) (i) by either Party HPII if any of the conditions in Article VI Section 7 has not been satisfied as of prior to the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of HPII to comply with its obligations under this Agreement) and the other Party HPII has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Seymour Companies, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Seymour Companies to comply with their obligations under this Agreement) and Purchaser has the Seymour Companies have not waived such condition on or before such the Closing Date; (c) by HPII or the Seymour Companies if the Closing does not occur on or before February 28, 1998, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;the Closing does not occur as a result of the fault of the party seeking termination; or (d) by mutual consent of Purchaser HPII and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan DocumentsSeymour Companies.

Termination Events. This Agreement may, by By notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, subject to Section 10.2 hereof, this Agreement may be terminatedterminated as follows: (a) by either Purchaser Buyer if a material Breach of any provision of this Agreement has been committed by the Company or Seller and such Breach has not been waived by Buyer; (b) by Seller if a material Breach of any provision of this Agreement has been committed by the other party Buyer and such Breach has not been waived by the non- breaching PartySeller; (bc) by either Party Buyer if any of the conditions condition in Article VI 8 of this Agreement has not been satisfied as of the First date specified for Closing Date or Second Closing Date in the first sentence of Section 2.4 hereof or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and the other Party Buyer has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (cd) by Purchaser Seller if any of the conditions condition in Article VII 9 of this Agreement has not been satisfied as of the First date specified for Closing Date or Second Closing Date in the first sentence of Section 2.4 hereof or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of the Company or Seller to comply with their obligations under this Agreement), and Purchaser Seller 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; (d) by mutual consent of Purchaser and Sellerdate; (e) by either Purchaser or Seller mutual consent of Buyer and Seller; (f) by Buyer if the First Closing has not occurred on or before December August 31, 2003, or 2007,or such later date as the parties may agree upon, unless Buyer is in material Breach of this Agreement; or (fg) by Purchaser upon Seller if the occurrence Closing has not occurred on or before August 31, 2007,or such later date as the parties may agree upon, unless the Company or Seller are in material Breach of an Event of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partyor cured within fifteen (15) days of notice thereof; (b) (i) by either Party Purchaser if any of the conditions in Article VI Section 8.1 has not ----------- been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and impossible (other than through the other Party has not waived such condition on or before such Closing Date, unless the Party seeking failure of Purchaser to terminate comply with its obligations under this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (cAgreement) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and Purchaser has not waived such condition on or before such the Closing Date; or (ii) by Seller, unless Purchaser if any of the conditions in Section 8.2 has caused, directly not been satisfied of the Closing Date or indirectly, if ----------- satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller has not waived such condition to be unsatisfied on or become impossiblebefore the Closing Date; (dc) by mutual consent of Purchaser and Seller;; or (ed) by either Purchaser or Seller if the First 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 December 31, 20032002, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller if a material Breach of any provision of this Agreement has been committed by By the other party and such Breach has not been waived by the non- breaching Party; (b) by either Party Buyer if any of the conditions set forth in Article VI has Paragraph 4.2, above (and subject to the provisions of Paragraph 8.2, above), have not been satisfied as of the First later of the Closing Date or Second Closing Date the stated deadline applicable thereto or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (cb) by Purchaser By the Seller if any of the conditions set forth in Article VII has Paragraph 4.3, above, have not been satisfied as of the First later of the Closing Date or Second Closing Date the stated deadline applicable thereto or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of the Seller or the Parent, as the case may be, to comply with such party’s obligations under this Agreement) and Purchaser has the Seller and the Parent have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (dc) by mutual consent of Purchaser and Seller; (e) by By either Purchaser the Buyer or the Seller if the First 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 December 31June 30, 2003, 2008 or such later date as the parties Seller, the Parent and the Buyer may agree uponupon in writing, or as may result from the Buyer electing to delay the Closing pursuant to Paragraph 8.2, above; or (fd) by Purchaser upon By mutual written consent of the occurrence of an Event of Default under Seller, the Loan DocumentsParent and the Buyer.

Termination Events. This Agreement may, by By written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, this Agreement may be terminated: terminated (a) by either Purchaser BUYER or Seller HSOA if a material Breach breach of any provision of this Agreement has been committed by the other party SELLERS and such Breach breach has not been waived in writing by BUYER or HSOA; (b) by SELLERS if a breach of any provision of this Agreement has been committed by BUYER and/or HSOA and such breach has not been waived by the non- breaching Party; SELLERS; (bc) by either Party BUYER or HSOA if any of the conditions condition in Article VI Section 2.1 has not been satisfied as of the First date specified for Closing Date or Second Closing Date or if satisfaction of such a condition by such date is or becomes impossible, impossible (other than through the failure of BUYER and/or HSOA to comply with their obligations under this Agreement) and the other Party BUYER or HSOA has not waived such condition in writing on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; date; (cd) by Purchaser SELLERS if any of the conditions condition in Article VII Section 2.2 has not been satisfied as of the First date specified for Closing Date or Second Closing Date or if satisfaction of such a condition by such date is or becomes impossible, impossible (other than through the failure of SELLERS to comply with their obligations under this Agreement) and Purchaser has SELLERS have not waived such condition in writing on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; date; (de) by mutual consent of Purchaser BUYER and Seller; SELLERS; or (ef) by either Purchaser or Seller any party hereto if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon 70th day following the occurrence of an Event of Default under the Loan DocumentsEffective Date.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser PAS or Seller CIC if a material Breach of any provision representation, warranty, covenant or agreement of this Agreement has been committed by PAS (in the other party case of a termination by CIC) or by CIC, Shareholders, Holding Company or Central Investment LLC (in the case of a termination by PAS) and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party PAS if any of the conditions in Article VI has 7 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of PAS to comply with its obligations under this Agreement) and the other Party PAS has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser CIC, if any of the conditions in Article VII has 8 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Shareholders, CIC, Holding Company or Central Investment, LLC, to comply with any of their obligations under this Agreement) and Purchaser has Shareholders, CIC and Holding Company have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of PAS and CIC; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser PAS or Seller CIC if the First 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 December March 31, 20032005, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, may be terminated by written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminatedsubject to SECTION 9.2 as follows: (a) by either Purchaser Buyer or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- non-breaching Partyparty; (b) by either Party Buyer if any of the conditions condition in Article VI 6 has not been satisfied as of the First Closing Date or Second Closing Date date specified for the Closing; or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of Buyer to comply with its obligations under this Agreement), or the Purchase Price Adjustment exceeds the Maximum Buyer's Amount, as set forth in SECTION 1.3 of this Agreement and the other Party Buyer has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (c) by Purchaser Seller, if any of the conditions condition in Article VII 7 has not been satisfied as of the First date specified for the Closing Date or Second Closing Date or if satisfaction of such a condition by such date is or becomes impossible, impossible (other than through the failure of Seller or the Shareholders to comply with their obligations under this Agreement) and Purchaser Seller 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 impossibledate; (d) by mutual consent of Purchaser Buyer and Seller;; or (e) by either Purchaser Buyer or Seller if the First Closing has not occurred on or before December 31June 30, 2003, 2005 or such later date as the parties may agree upon; or (f) by Purchaser upon , unless the occurrence party giving notice of an Event termination is in material breach of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser the Designated Stockholders, on the one hand, or Seller by Buyer, on the other hand, if a material Breach of any provision of this Agreement has been committed by the other party or its Affiliates and such Breach has not been cured within ten (10) calendar days after notice of the Breach or has not been expressly waived by the non- breaching Partyin writing; (b) (i) by either Party Buyer if any of the conditions in Article VI has VIII have not been satisfied as of the First Closing Date or Second Closing Drop Dead Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party has Buyer have not expressly waived such condition in writing on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly Closing; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Designated Stockholders, if any of the conditions in Article VII IX has not been satisfied as of the First Closing Date or Second Closing Drop Dead Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Designated Stockholders or the Company to comply with its obligations under this Agreement) and Purchaser has the Designated Stockholders have not expressly waived such condition in writing on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossiblethe Closing; (c) by mutual consent of Buyer and the Designated Stockholders; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer, on the one hand, or Seller the Designated Stockholders, on the other hand, if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement or any Affiliate thereof to comply fully with its obligations under this Agreement) on or before December 31November 30, 20032007 (the "Drop Dead Date"), or such later date as the parties hereto may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by By notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, subject to Section 9.2, this Agreement may be terminatedterminated as follows: (a) by either Purchaser or Seller PACIFIC if a material Breach of any provision of this Agreement has been committed by the other party PRB or Shareholders and such Breach has not been waived by the non- breaching PartyPACIFIC; (b) by either Party PRB if a material Breach of any provision of the conditions in Article VI this Agreement has been committed by PACIFIC and such Breach has not been satisfied as of the First Closing Date or Second Closing Date or waived by PRB; (c) by PACIFIC if satisfaction of such a any condition in Article 7 is or becomes impossibleimpossible (other than through the failure of PACIFIC to comply with its obligations under this Agreement), and the other Party PACIFIC has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (cd) by Purchaser PRB if any of the conditions condition in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition 8 is or becomes impossibleimpossible (other than through the failure of PRB or the Shareholders to comply with their obligations under this Agreement), and Purchaser PRB 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; (d) by mutual consent of Purchaser and Sellerdate; (e) by either Purchaser or Seller mutual consent of PACIFIC and PRB; (f) by PACIFIC if the First Closing has not occurred on or before December 31, 2003, 2006 or such later date as the parties may agree upon, unless the PACIFIC is in material Breach of this Agreement; or (fg) by Purchaser upon PRB if the occurrence Closing has not occurred on or before December 31, 2006 or such later date as the parties may agree upon, unless the PRB or Shareholders are in material Breach of an Event of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser UNIT or Seller the Company if a material Breach of any provision of this Agreement has been committed by the other party (or by any Shareholder) and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party UNIT if any of the conditions in Article VI 8 has not been satisfied as of the First Closing Date or Second Closing Date Effective Time of the Merger or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of UNIT to comply with its obligations under this Agreement) and the other Party UNIT has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly Effective Time of the Merger; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company, if any of the conditions in Article VII 9 has not been satisfied as of the First Closing Date or Second Closing Date Effective Time of the Merger or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or the Shareholders to comply with their obligations under this Agreement) and Purchaser the Company 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 impossiblethe Effective Time of the Merger; (c) by mutual consent of UNIT and the Company; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser UNIT or Seller the Company if the First 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 December 31November 20, 20031997, or such later date as UNIT and the parties Company may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Buyer if any of the conditions in Article VI has SECTION 6 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII SECTION 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Sellers; (d) by mutual consent Buyer, on or before the Due Diligence Deadline, by notice to Sellers, that the results of Purchaser and Sellerthe due diligence inspection are not satisfactory to Buyer, as permitted by SECTION 6.4(m); (e) by either Purchaser or Seller Sellers if the First Board of Directors of Buyer has not approved this Agreement on or before June 15, 2002; or (f) by 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 December 31September 1, 20032002, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to the Purchase Option Closing FCC Approval Date (if any) or Purchase Option Expiration Date (if not exercised), be terminated: (a) by either Purchaser Buyer or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer if any of the conditions in Article VI has 7 have not been satisfied as of the First Closing Date or Second Closing Date the FCC Approval Date, as the case may be, or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and the other Party Buyer has not waived such condition on or before such the Closing Date or the FCC Approval Date, unless as the Party seeking to terminate this Agreement has caused, directly case may be; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII has 8 have not been satisfied as of the First Closing Date or Second Closing Date the FCC Approval Date, as the case may be or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Purchaser has Sellers have not waived such condition on or before such the Closing Date or the FCC Approval Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossibleas the case may be; (c) by mutual consent of Buyer and Sellers; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller Sellers if the First Closing FCC Approval Date 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 December 31October 15, 2003, 1998 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminatedterminated as follows: (a) by mutual written agreement of Purchaser and Sellers; (b) by either Purchaser or Seller Sellers if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partywaived; (bc) by either Party Purchaser if any of the conditions set forth in Article VI Section 5.1 has not been satisfied as of by the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and the other Party Purchaser has not waived such condition on or before the Closing Date or the date of such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibletermination; (cd) by Purchaser Sellers if any of the conditions set forth in Article VII Section 5.2 has not been satisfied as of by the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before the Closing Date or the date of such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Sellertermination; (e) by Sellers if Purchaser shall not have provided to Sellers by October 7, 2002 a commitment in form and substance acceptable to Sellers, from a financial institution or other investor acceptable to Sellers, for the financing of Purchaser's purchase of the Initial Shares and the OESC Option and the payment of the Option Exercise Price; (f) by either Sellers or Purchaser or Seller if the First Closing has shall not have occurred (other than through the failure of the party seeking to terminate this Agreement under this Section 7.1(f) to comply fully with its obligations under this Agreement) on or before December 3115, 2003, 2002 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by A. By either Purchaser PracticeWorks or Seller Ceramco if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived and cannot be or has not been cured within 20 days after the giving of written notice by the non- non-breaching Partyparty to the breaching party; (bi) by either Party By PracticeWorks if any of the conditions in Article VI has Section 6 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of InfoCure or PracticeWorks to comply with its obligations under this Agreement) and the other Party PracticeWorks has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser By Ceramco, if any of the conditions in Article VII Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of Dentsply, Ceramco or SoftDent LLC to comply with its obligations under this Agreement) and Purchaser Ceramco has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;; or (d) by C. By mutual consent of Purchaser PracticeWorks and Seller;Ceramco; or (e) by D. By either Purchaser PracticeWorks or Seller Ceramco if the First 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 December March 31, 20032001, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by mutual consent of Buyer and Seller; or (b) by either Purchaser Buyer or Seller 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 July 31, 2005, or such later date to which the parties may agree; or (c) by Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Party;waived; or (bd) by either Party Buyer if any of the conditions in Article VI of ARTICLE 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;; or (ce) by Purchaser Seller if any of the conditions in Article VII of ARTICLE 10 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with his obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon either Buyer or Seller if any Governmental Body shall have issued a nonappealable final Order having the occurrence effect of an Event permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions, except if the party relying on such Order has not complied with its obligations under of Default under the Loan Documentsthis Agreement with respect to such matter.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction (other than through the failure of such a condition is or becomes impossible, Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction (other than through the failure of such a condition is or becomes impossible, Seller to comply with their obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 31, 2003_______________, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either the Sellers, on the one hand, or by the Purchaser or Seller on the other hand, if a material Breach of any provision of this Agreement has been committed by the other party or its Affiliates and such Breach has not been expressly waived by the non- breaching Partyin writing; (b) (i) by either Party the Purchaser if any of the conditions in Article VI VIII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Purchaser to comply with their respective obligations under this Agreement) and the other Party Purchaser has not expressly waived such condition in writing on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly Closing; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Sellers, if any of the conditions in Article VII IX has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Sellers or the Subject Company to comply with its obligations under this Agreement) and Purchaser has the Sellers have not expressly waived such condition in writing on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossiblethe Closing; (dc) by mutual consent of Purchaser and Seller;the Sellers; or (ed) by either the Purchaser or Seller the Sellers if the First 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 December 31July 2, 20031998 (the "Closing Date"), or such later date as the parties Parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller the Company or Shareholder if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partyor cured; (bi) by either Party Buyer if any of the conditions in Article VI Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Shareholder, if any of the conditions in Article VII Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or the Shareholder to comply with their obligations under this Agreement) and Purchaser the Shareholder has not waived such condition on or before such the Closing Date; (c) by mutual consent of Buyer, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;Shareholder and the Company; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller Shareholder if the First Closing has not occurred (other than through the failure of any party or Related Party of such party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31June 15, 20031999, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller the Company if a material Breach breach of any provision of this Agreement has been committed by the other party and Party and, if such Breach breach is subject to being cured, such breach (i) has not been cured within fifteen (15) days of the breaching Party’s receipt of written notice of such breach from the non-breaching Party or (ii) has not been waived by the non- non-breaching Party; (bi) by either Party Buyer if any of the conditions condition in Article VI 6 has not been satisfied as of the First Closing Date or Second Closing Termination Date or if satisfaction of any such a condition is or becomes impossible, unlikely or impossible (other than as a result of the failure of Buyer or Merger Sub to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company if any of the conditions condition in Article VII 7 has not been satisfied as of the First Closing Date or Second Closing Termination Date or if satisfaction of any such a condition is or becomes impossible, unlikely or impossible (other than as a result of the failure of the Company or the Shareholders’ Representative to comply with its obligations under this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual written consent of Buyer and the Company; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller the Company if the First Closing has not occurred (other than as a result of the failure of the Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December August 31, 2003, or such later date as 2018 (the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents“Termination Date”).

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) by either Party Buyer if any of the conditions in Article VI Section 7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser the Company, if any of the conditions in Article VII Section 8. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATION TO CLOSE has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser Buyer and Seller;the Company; or (e) by either Purchaser Buyer or Seller the Company if the First 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 December 31April 30, 20031998, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach of any provision breach of this Agreement has been committed by the other party and such Breach breach has not been waived by (i) remedied within ten business days following receipt of written notice from the non- breaching Partyother party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by either Party Buyer if any of the conditions in Article VI has Section 7 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents2014.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer and the VSI Stockholders, on the one hand (the "VSI Parties"), or Seller Sellers, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partywaived; (bi) by either Party the VSI Parties if any of the conditions in Article VI Section 3 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of a VSI Party to comply with its obligations under this Agreement) and the other Party has VSI Parties have not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII Section 4 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of the VSI Parties and Sellers; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser the VSI Parties or Seller Sellers if the First 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 December 31, 2003, 1998 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, may by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminated: (a) by either Purchaser or Seller Buyer if a material Breach breach of any provision of this Agreement has been committed by Seller, and by Seller if a material breach of any provision of this Agreement has been committed by Buyer, provided that the other party and such Breach has not been waived by the non- breaching Partysuch breach in writing; (bi) by either Party Buyer if any of the conditions in Article VI has Section 6 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly Date or indirectly, such condition to be unsatisfied or become impossible; (cb) by Purchaser Seller if any of the conditions in Article VII has Section 7 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual written consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 318, 20032000, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement mayAgreement, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, may be terminated: (a) by either Purchaser Buyer or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party Party and such Breach breach has not been waived by the non- breaching Partywaived; (b1) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (c2) by Purchaser Seller and Parent, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller or Parent to comply with their obligations under this Agreement) and Purchaser has Seller and Parent have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (dc) by mutual consent of Purchaser Buyer, Seller and Parent; or (d) By the Seller;, subject to compliance with Section 6.9, or by the Buyer, if the Seller or Parent’s Board of Directors determines to accept a Superior Proposal (with such termination becoming effective upon the Seller entering into a binding written agreement with respect to such Superior Proposal on or before November 23, 2007); or (e) by either Purchaser any of Buyer, Seller, Parent or Seller Guarantor if the First 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 December 31July 8, 20032007, or such later date as the parties Parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement maycan, by notice given prior to before or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by By either Purchaser or Seller Party, if the other has committed a material Breach of any provision of this Agreement has been committed by Agreement, and the other party and such Breach has not been waived by and that Party was not in material Breach of this Agreement prior to the non- breaching PartyBreach that is forming the basis for the proposed termination; PROVIDED, HOWEVER, that the Party that has committed a material Breach will have ten (10) Business Days after receipt of notice from the other Party of its intention to terminate this Agreement pursuant to this Section 8.1(a) to cure such Breach before the other Party may so terminate this Agreement; (b) by either Party By the Buyer, if any of the conditions condition in Article VI Section 6 has not been satisfied as of the First Closing Date on or Second Closing Date before June 1, 2001 or if satisfaction of such the condition is or becomes impossible (other than through the Buyer's failure to comply with its obligations under this Agreement) and the Buyer has not waived the condition on or before the Closing Date; (c) By the Seller, if any condition in Section 7 has not been satisfied on or before June 1, 2001, or if satisfaction of a condition is or becomes impossible, impossible (other than through the Seller' failure to comply with their obligations under this Agreement) and the other Party has Seller have not waived such the condition on or before such the Closing Date, unless ; (d) By mutual consent of the Buyer and the Seller; or (e) By either the Buyer or the Seller if the Closing has not occurred (other than through the failure of any Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (ccomply fully with its obligations under this Agreement) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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 DateJune 1, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 20032001, or such any later date as the parties may Parties agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentson.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller if a material Breach mutual written consent of any provision of this Agreement has been committed by the other party Buyer and such Breach has not been waived by the non- breaching PartySeller; (bi) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date (or Second the date of delivery by Buyer of a notice under Section 7.8) or if satisfaction of 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 in writing such condition on or before the Closing Date; or (ii) by Seller if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and the other Party Seller has not waived in writing such condition on or before such the Closing Date; or (c) by Buyer, unless on the one hand, or Seller on the other hand, if the Closing has not occurred (other than through the failure of the other Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (ccomply fully with its obligations under this Agreement) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 3115, 20031998, or such later date as the parties Parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser NAI or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or cured within a reasonable amount of time after written notice of such Breach by the non- non-breaching Partyparty to the breaching party. Notwithstanding the foregoing, if the nature of the Breach is such that it would be impractical or unreasonable to give the breaching party an opportunity to cure such Breach, the non-breaching party need not give the breaching party such opportunity; (b) (i) by either Party NAI if any of the conditions in Article VI Section 5 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of NAI to comply with its obligations under this Agreement) and the other Party NAI has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly Closing; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Sellers, if any of the conditions in Article VII Section 6 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Purchaser has Sellers have not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossiblethe Closing; (c) by mutual written consent of NAI and Sellers; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser NAI or Seller Sellers if the First 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 December 3115, 20032005, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Purchase Agreement maymay not be terminated by either party, by notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminatedexcept: (a) this Purchase Agreement shall terminate automatically upon any termination of the Stock Subscription and Purchase Agreement, without notice or further act; (b) by mutual consent of Asset Company and Seller; (c) by either Purchaser Asset Company or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partycured or waived; (bd) by either Party Asset Company if any of the conditions in Article VI Section 12 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Asset Company has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (ce) by Purchaser Seller, if any of the conditions in Article VII Section 13 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; orand (f) by Purchaser upon Asset Company if Seller enters into a definitive agreement for the occurrence sale of an Event of Default under the Loan DocumentsPurchased Assets to a party unrelated to Subscriber.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either the Purchaser on the one hand, or the Seller and the Parent on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party Party and such Breach breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party the Purchaser if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement) and the other Party Purchaser has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Seller or the Parent, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of the Seller or the Parent to comply with its obligations under this Agreement), and Purchaser the Seller or the Parent has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of each of the Parties; (d) by mutual consent of the Purchaser on the one hand, or the Seller and Seller; (e) by either Purchaser or Seller the Parent on the other hand, if the First 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 December 31March 1, 20032012, or such later date as the parties Parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) i. by either Purchaser or Seller Buyer if a material Breach of any provision representation, warranty, or covenant of Seller's Parent or Seller in this Agreement has been committed by occurred that would constitute a failure of the other party conditions set forth in Sections 9.a. or 9.b.i., and such Breach has not been cured by Seller or waived by the non- breaching PartyBuyer within thirty (30) days following written notice from Buyer; ii. by Seller if a Breach of any representation, warranty, or covenant of Buyer in this Agreement has occurred that would constitute a failure of the conditions set forth in Sections 10.a. or 10.b.i. and such Breach has not been cured by Buyer or waived by Seller within thirty (b30) days of notice from Seller; iii. by either Party Buyer if any of the conditions in Article VI Section 9 has not been satisfied as of March 31, 1999 (other than through the First Closing Date or Second Closing Date or if satisfaction failure of such a condition is or becomes impossible, Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) iv. by Purchaser Seller, if any of the conditions in Article VII Section 10 has not been satisfied as of March 31, 1999 (other than through the First Closing Date failure of Seller or Second Closing Date or if satisfaction of such a condition is or becomes impossible, Seller's Parent to comply with their obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) v. by mutual consent of Purchaser Buyer and Seller;; or (e) vi. by either Purchaser Buyer or Seller if the First 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 December March 31, 2003, 1999 or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement may, by By notice given prior to or at either of the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closings, subject to Section 8.2, this Agreement may be terminatedterminated as follows: (a) by either Purchaser or Buyers if a material Breach of any provision of this Agreement has been committed by a Selling Party and such Breach has not been waived by Buyers; (b) by Seller if a material Breach of any provision of this Agreement has been committed by the other party Buyer or Raven and such Breach has not been waived by the non- breaching PartySeller; (bc) by either Party Buyer if any of the conditions condition in Article VI 6 has not been satisfied as of the First date specified for each Closing Date or Second Closing Date in Section 2.6 or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of Buyer or Raven to comply with its obligations under this Agreement), and Buyers have not waived such condition on or before such date; (d) by Seller if any condition in Article 7 has not been satisfied as of the date specified for each Closing in Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of a Selling Party to comply with their obligations under this Agreement), and Seller has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser and Sellerdate; (e) by either Purchaser or Seller mutual consent of the parties; (f) by Buyers if the First Closing has Closings have not occurred on or before December 31February 28, 20032005, or such later date as the parties may agree upon, unless Buyer or Raven is in material Breach of this Agreement; or (fg) by Purchaser upon the occurrence Selling Parties if the Closings have not occurred on or before February 28, 2005, or such later date as the parties may agree upon, unless a Selling Party is in material Breach of an Event of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by or cured within 10 days after the non- breaching Partyparty has received written notice from the non-breaching party; (bi) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First 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 December 31September 30, 20031998, or such later date as the parties hereto may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Subject to Section 11(b), this Agreement may, may be terminated only as follows by notice given prior to before or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised), be terminatedClosing: (a1) by either Purchaser or Seller if a material Breach the written agreement of any provision of this Agreement has been committed by the other party Sellers and such Breach has not been waived by the non- breaching PartyBuyer; (b2) by either Party Buyer or Sellers in accordance with Section 7(b); (3) by Buyer or Sellers in accordance with Section 7(a); (4) by Sellers if (A) (i) any of the conditions condition in Article VI Section 8 has not been satisfied as of the First date specified for the Closing Date in the first sentence of Section 10(a) or Second Closing Date or if (ii) the satisfaction of any such a condition by the specified date is or becomes impossibleimpossible other than through the failure of Sellers to perform and comply with any of their covenants and obligations under this Agreement, and (B) Sellers have not waived such condition on or before the specified date; (5) by Buyer if (A) (i) any condition in Section 9 has not been satisfied as of the date specified for the Closing in the first sentence of Section 10(a) or (ii) the satisfaction of any such condition by the specified date is or becomes impossible other Party than through the failure of Buyer to perform and comply with any of its covenants and obligations under this Agreement, and (B) Buyer has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossiblespecified date; (c6) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser or Seller Sellers if the First Closing has not occurred on or before December January 31, 20032007, or such later date as the parties may agree upon, unless any Seller has committed a material Breach of any provision of this Agreement and Buyer has not waived such Breach; or (f7) by Purchaser upon Buyer if the occurrence Closing has not occurred on or before January 31, 2007, or such later date as the parties may agree upon, unless Buyer has committed a material Breach of an Event any provision of Default under the Loan Documentsthis Agreement and Sellers have not waived such Breach.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller the Company and Subsidiary if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by or cured within a period of 30 days after the non- breaching Party;notice of breach. (b) (i) by either Party Buyer if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company and Subsidiary, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company to comply with their obligations under this Agreement) and Purchaser the Company and Subsidiary has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and the Company and Subsidiary; or (d) by mutual consent of Purchaser either Buyer or the Company and Seller; (e) by either Purchaser or Seller Subsidiary if the First 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 December 31, 2003the date set forth in Section 2.3, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement maycan, by notice given prior to before or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser or Seller Party, if the other has committed a material Breach of any provision of this Agreement has been committed by Agreement, and the other party and such Breach has not been waived by and that Party was not in material Breach of this Agreement prior to the non- breaching PartyBreach that is forming the basis for the proposed termination; provided, however, that the Party that has committed a material Breach will have ten Business Days after receipt of notice from the other Party of its intention to terminate this Agreement pursuant to this Section 8.1(a) to cure such Breach before the other Party may so terminate this Agreement; (b) by either Party the Buyer, if any of the conditions condition in Article VI Section 6 has not been satisfied as of the First Closing Date on or Second Closing Date before January 14, 2000 or if satisfaction of such a the condition is or becomes impossible, impossible (other than through the Buyer's failure to comply with its obligations under this Agreement) and the other Party Buyer has not waived such the condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser the Sellers, if any of the conditions condition in Article VII Section 7 has not been satisfied as of the First Closing Date on or Second Closing Date before January 14, 2000 or if satisfaction of such a condition is or becomes impossible, impossible (other than through the Sellers' failure to comply with their obligations under this Agreement) and Purchaser has the Sellers have not waived such the condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser the Buyer and Seller;the Sellers; or (e) by either Purchaser the Buyer or Seller the Sellers, if the First 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 December 31January 14, 20032000, or such any later date as the parties may Parties agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentson.

Termination Events. This Agreement may, by written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- non-breaching Partyparty or cured by the breaching party within twenty (20) days after notice thereof from the non-breaching party; (bi) by either Party Buyer if any of the conditions in Article VI has have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller, if any of the conditions in Article VII has have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First Closing has not occurred (other than through Buyer’s or Seller’s, as the case may be, failure to comply with its obligations under this Agreement) on or before December 31, 20032004, or such later date as the parties Buyer and Seller may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents“Termination Date”).

Termination Events. This Agreement may, by notice given prior to or ------------------ at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser the Company or Seller Buyer if a the terminating party is not then in material Breach breach of any provision of this Agreement has been and the nonterminating party shall have committed by the other party a material breach of any provision of this Agreement and such Breach breach has not been (i) cured by the earlier of (A) five (5) days after the nonterminating party receives notice of such material breach or (B) the Closing Date or (ii) waived by the non- breaching Party;terminating party. (b) (i) by either Party Buyer if any of the conditions in Article VI has Section 10.1 or Section 10.2 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer or Buyer Principals to comply with their obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company, if any of the conditions in Article VII has Section 10.1 and Section 10.3 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or Seller to comply with their obligations under this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and the Company; or (d) by mutual consent either Buyer or the Company if (i) either Buyer or the Company is not reasonably satisfied with the results of Purchaser its legal, business and Seller; accounting due diligence or (eii) by either Purchaser or Seller if the First 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 December 31July 15, 20031999, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsin writing.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Xxxxx-Xxxxx or Seller Xxxx Xxxxxx if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partyor cured within a reasonable period of time not to exceed 60 days; (bi) by either Party Xxxxx-Xxxxx if any of the conditions in Article VI Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Xxxxx-Xxxxx to comply with its obligations under this Agreement) and the other Party Xxxxx-Xxxxx has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Xxxx Xxxxxx, if any of the conditions in Article VII Section 9 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Xxxx Xxxxxx to comply with their obligations under this Agreement) and Purchaser Xxxx Xxxxxx has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Xxxxx-Xxxxx and Xxxx Xxxxxx; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Xxxxx-Xxxxx or Seller Xxxx Xxxxxx if the First 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 December 31, 200360 days after the scheduled Closing, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated, and the Merger may be abandoned at any time prior to or at the Closing: (a) by either Purchaser or Seller the Acquiror if a material Breach breach of any provision of this Agreement has been committed by DBA, the other party DBA Shareholders or the Principal Shareholders on or before the Closing Date and such Breach breach has not been waived by the non- breaching PartyAcquiror; (b) by either Party DBA or the Shareholders’ Agent if a material breach of any provision of this Agreement has been committed by Acquiror or Merger Sub on or before the Closing Date and such breach has not been waived by DBA; (c) by the Acquiror if any of the conditions in Article VI has Section 5.2 have not been satisfied as of the First Closing Date or Second if satisfaction of such condition is or becomes impossible (other than through the failure of Acquiror or Merger Sub to comply with its obligations under this Agreement), and Acquiror has not waived such condition on or before the Closing Date; (d) by DBA, if any of the conditions in Section 5.1 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of DBA, the DBA Shareholders or the Principal Shareholders to comply with their obligations under this Agreement), and the other Party DBA has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;; or (c) by Purchaser if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second 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; (de) by mutual consent of Purchaser the Acquiror, Merger Sub, DBA and Seller; (e) by either Purchaser or Seller if the First Closing has not occurred on or before December 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan DocumentsShareholders’ Agent.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either the Parent and the Purchaser or Seller the Sellers and the Shareholders if a material Breach breach of any provision of this Agreement has been committed by the other party party(ies) and such Breach breach has not been waived by the non- breaching Partywaived; (b) by either Party the Parent and the Purchaser if any of the conditions in Article VI has Section 7.1 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Parent or the Purchaser to comply with its obligations under this Agreement) and the other Party has Parent and the Purchaser have not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser the Sellers and the Shareholders, if any of the conditions in Article VII Section 7.2 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of the Sellers, the Shareholders or the Company to comply with their obligations under this Agreement) and Purchaser has the Sellers and the Shareholders have not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser the Parent, the Purchaser, the Sellers and Seller;the Shareholders; or (e) by either the Parent and the Purchaser or Seller the Sellers and the Shareholders if the First 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 December 31March 2, 20032007, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser (i) Buyer or (ii) Seller and Shareholders if a material Breach of any provision of this Agreement has been committed by the other party or parties and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Buyer if any of the conditions condition in Article VI Section 6 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Buyer or MasTec to comply with its respective obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Seller if any of the conditions condition in Article VII Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller or any Shareholder to comply with their respective obligations under this Agreement) and Purchaser Seller has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by mutual consent of Buyer and Seller; or (d) by mutual consent of Purchaser and Seller; either (ei) by either Purchaser Buyer or (ii) Seller if the First 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 December January 31, 20032006, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either the Purchaser or Seller the Company if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party the Purchaser if any of the conditions in Article VI Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement) and the other Party Purchaser has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company, if any of the conditions in Article VII Section 8 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Company or the Key Stockholders to comply with its obligations under this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless ; (c) by mutual consent of the Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible;and the Company; or (d) by mutual consent of Purchaser and Seller; (e) by either the Purchaser or Seller the Company if the First 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 December 31[November 30, 20031998], or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Per-Se or Purchaser on the one hand, or Seller the Company on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party Party and such Breach breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Per-Se or Purchaser if any of the conditions in Article VI Section 6 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Per-Se or Purchaser to comply with its respective obligations under this Agreement) and the other Party neither Per-Se nor Purchaser has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser the Company, if any of the conditions in Article VII Section 7 has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossibleimpossible (other than through the failure of the Company or the Owners to comply with their obligations under this Agreement), and Purchaser neither the Company nor the Owners has not waived such condition on or before such the Closing Date; (c) by mutual consent of Per-Se, unless Purchaser has causedPurchaser, directly or indirectly, such condition to be unsatisfied or become impossible;and the Company; or (d) by mutual consent of either Per-Se or Purchaser and Seller; (e) by either Purchaser on the one hand, or Seller the Company on the other hand, if the First 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 December 31April 30, 20032001, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This If the Closing does not occur on the date of this Agreement, this Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by By either Purchaser Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived by the non- breaching Partywaived; (b) (i) by either Party Buyer if any of the conditions in Article VI Section 6 has not been satisfied as of the First Closing Date or Second if satisfaction of such 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 Seller, if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and the other Party has Seller have not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by Purchaser if any mutual consent of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, Buyer 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;Seller; or (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller if the First Closing has not occurred due to the fault of the other party (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 December 31February 28, 20032005, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by By either Purchaser Ecesis or Seller Polychem if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partywaived; (b) By either Ecesis or Polychem if the Board of Directors of Shareholder determines in good faith that its fiduciary duties require that it refrain from recommending (or withdraw or modify adversely to Ecesis its prior recommendation) that the stockholders of Shareholder approve the transactions contemplated by either Party this Agreement; (c) (i) by Ecesis if any of the conditions in Article VI or VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Ecesis to comply with its obligations under this Agreement) and the other Party Ecesis has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (cii) by Purchaser Polychem, if any of the conditions in Article VII VIII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Polychem or Shareholder to comply with its obligations under this Agreement) and Purchaser Polychem has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by By mutual consent of Purchaser Ecesis and Seller;Polychem; or (e) by By either Purchaser Ecesis or Seller Polychem if the First 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 December 31, 2003, 120 days from the date hereof or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This The obligation of the Parties to effect the Contemplated Transactions pursuant to this Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser Buyer or Seller Sellers if a material Breach of any provision of this Agreement has been committed by the other party Party and such Breach has not been waived by the non- breaching Partywaived; (bi) by either Party Buyer if any of the conditions in Article VI 7 has not been satisfied as of the First date specified for Closing Date or Second Closing Date or if satisfaction of such a condition by such date is or becomes impossible, impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and the other Party Buyer has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible;date; or (cii) by Purchaser Sellers, if any of the conditions in Article VII S has not been satisfied as of the First date specified for Closing Date or Second Closing Date or if satisfaction of such a condition by such date is or becomes impossible, impossible (other than through the failure of Sellers or the Shareholders to comply with their obligations under this Agreement) and Purchaser has Sellers and the Shareholders have not waived such condition on or before such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (c) by mutual Consent of Buyer and Sellers; (d) by mutual consent of Purchaser and Seller; (e) by either Purchaser Buyer or Seller Sellers if the First Closing has not occurred (other than through the failure of Buyer or Sellers as applicable, to comply fully with their obligations under this Agreement) on or before December 31November 15, 20032004, or such later date as the parties Parties may agree uponjointly agree; or (fe) by Purchaser upon the occurrence of an Event of Default under the Loan Documentsas otherwise provided herein.

Termination Events. This Agreement may, by By notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, subject to Section 10.2, this Agreement may be terminatedterminated as follows: (a) by either Purchaser or Seller Buyer if a material Breach of any provision of this Agreement has been committed by the other party Amarin and such Breach has not been waived by the non- breaching PartyBuyer; (b) by either Party Amarin if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Amarin; (c) by Buyer if any of the conditions condition in Article VI ARTICLE 8 has not been satisfied as of the First date specified for Closing Date or Second Closing Date in Section 2.5 or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and the other Party Buyer has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossibledate; (cd) by Purchaser Amarin if any of the conditions condition in Article VII ARTICLE 9 has not been satisfied as of the First date specified for Closing Date or Second Closing Date in Section 2.5 or if satisfaction of such a condition by such date is or becomes impossibleimpossible (other than through the failure of Amarin or APCL to comply with their obligations under this Agreement), and Purchaser Amarin 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; (d) by mutual consent of Purchaser and Sellerdate; (e) by either Purchaser or Seller mutual consent of Buyer and Amarin; (f) by Buyer if the First Closing has not occurred on or before December March 31, 20032004, or such later date as the parties may agree upon, unless Buyer is in material Breach of this Agreement; or (fg) by Purchaser upon Amarin if the occurrence Closing has not occurred on or before March 31, 2004, or such later date as the parties may agree upon, unless Amarin is in material Breach of an Event of Default under the Loan Documentsthis Agreement.

Termination Events. This Agreement may, by written notice given prior to the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)at Closing, be terminated: (a) by By either Purchaser the Buyer or Seller the Company if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partywaived; (b) (1) by either Party the Buyer if any of the conditions in Article VI has Section 7 have not been satisfied as of the First Closing Date Date, or Second Closing Date or if if, prior to that time, satisfaction of such a condition is or becomes impossibleimpossible (unless the failure to satisfy the condition results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement) and the other Party Buyer has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly ; or indirectly, such condition to be unsatisfied or become impossible; (c2) by Purchaser the Company if any of the conditions in Article VII has Section 8 have not been satisfied as of the First Closing Date Date, or Second Closing Date or if if, prior to that time, satisfaction of such a condition is or becomes impossibleimpossible (unless the failure to satisfy the condition results primarily from the Company breaching any representation, warranty, or covenant contained in this Agreement) and Purchaser the Company has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) by the Buyer for any reason within 45 days after execution of this Agreement; (d) by mutual consent the Company if the Buyer hasn’t provided written notice to the Company within 45 days after execution of Purchaser and Sellerthis Agreement that it desires to proceed with the transactions contemplated by this Agreement; (e) by mutual consent of the Buyer and the Company; and (f) by either Purchaser the Buyer or Seller the Company if the First 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 December May 31, 20032008, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by either Purchaser By SynQuest on the one hand, or Seller Viewlocity, on the other hand, if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach has that would have a Material Adverse Effect on the breaching party, which breach could not been waived by the non- breaching Partyreasonably be expected to be cured prior to January 31, 2003; (b) by (i) By either Party party if any of the conditions in Article VI has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, and the other Party has not waived such condition on or before such Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; ; (cii) by Purchaser SynQuest if any of the conditions in Article VII has not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of SynQuest to comply with its obligations under this Agreement) and Purchaser SynQuest has not waived such condition on or before the Closing Date or (iii) by Viewlocity, if any of the conditions in Article VIII 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 Viewlocity to comply with its obligations under this Agreement) and Viewlocity has not waived such condition on or before the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (c) By mutual consent of SynQuest and Viewlocity; (d) by mutual consent of Purchaser and Seller; (e) by By either Purchaser SynQuest or Seller Viewlocity if the First Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this subparagraph (d) to comply fully with its obligations under this Agreement) on or before December January 31, 2003, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.

Termination Events. This Agreement may, by written notice given prior to or at the Purchase Option Closing Date (if any) or Purchase Option Expiration Date (if not exercised)Closing, be terminated: (a) by mutual written consent of Xxxx and the Holder; (b) by either Purchaser Xxxx or Seller the Holder if a material Breach breach of any provision of this Agreement has been committed by the other party and such Breach breach has not been waived by the non- breaching Partycured; (bc) by either Party Xxxx if any of the conditions in Article VI has Section 4.1 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of Xxxx to comply with its obligations under this Agreement) and the other Party Xxxx has not waived such condition on or before such the Closing Date, unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (cd) by Purchaser the Holder if any of the conditions in Article VII has Section 4.2 have not been satisfied as of the First Closing Date or Second Closing Date or if satisfaction of such a condition is or becomes impossible, impossible (other than through the failure of the Holder to comply or with his obligations under this Agreement) and Purchaser the Holder has not waived such condition on or before such the Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; (d) by mutual consent of Purchaser and Seller;; or (e) by either Purchaser Xxxx or Seller the Holder if the First 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 December March 31, 20032008, or such later date as the parties may agree upon; or (f) by Purchaser upon the occurrence of an Event of Default under the Loan Documents.agree. 10