Common use of Termination for Certain Causes Clause in Contracts

Termination for Certain Causes. This Agreement may be terminated at any time prior to or on the Closing Date by Sellers, Metal Resources, the Company, Purchaser, or Parent, as the case may be, upon written notice to the other party only as follows: (a) By Purchaser or Parent, if as of the date hereof or the Closing Date there is any fact or condition with respect to Sellers, Metal Resources, the Company, the Business, or the Interests which has a Material Adverse Effect on the Interests, the Company, or Business, and such fact or condition is not known to Purchaser or Parent or disclosed by Sellers, Metal Resources, or the Company in this Agreement or the Disclosure Schedules. (b) By Purchaser or Parent if the terms, covenants or conditions of this Agreement to be complied with or performed by Sellers, Metal Resources, or the Company on or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Purchaser or Parent. (c) By Sellers, Metal Resources, or the Company, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser or Parent at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Sellers, Metal Resources, or the Company. (d) By any party, if any action, suit or proceeding shall have been instituted or threatened against any party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement, the Ancillary Acquisitions, the Offering, or the consummation of the transactions contemplated herein or therein, which, in the good faith opinion of any party, makes consummation of the transactions herein or therein contemplated inadvisable (in which event, no party hereto shall have any liability to the other by reason of such termination). (e) By mutual agreement of Purchaser, Parent, Metal Resources, the Company, and Sellers. (f) By written notice by the Sellers' Representatives to the Purchaser or the Purchaser to the Sellers' Representatives, as the case may be, in the event the Closing has not occurred on or prior to November 20, 2007, for any reason other than delay or nonperformance of the Party seeking such termination. (g) By either party pursuant to the provisions of Section 6.3.

Termination for Certain Causes. This Agreement may be terminated at any time prior to or on the Closing Date by Sellers, Metal Resources, the Company, PurchaserEFX, or Parent, as the case may beby Company, upon written notice to the other party only parties as follows: (a) By Purchaser or ParentEFX, if at or prior to the earlier of (i) 11:00 a.m. Eastern time on October 21, 2009 or (ii) the issuance by EFX or any of its Representatives of any press release or other public announcement respecting the subject matter of this Agreement, if executed Stockholder Support Agreements executed by the holders of at least sixty percent (60%) of the Company Outstanding Shares as of the date hereof such time have not been delivered to it at or the Closing Date there is any fact before 8:30 a.m. Eastern time on October 21, 2009, provided that this right may be exercised by EFX, if ever, only at or condition with respect prior to Sellers8:00 p.m. Eastern time on October 21, Metal Resources, the Company, the Business, or the Interests which has a Material Adverse Effect on the Interests, the Company, or Business, and such fact or condition is not known to Purchaser or Parent or disclosed by Sellers, Metal Resources, or the Company in this Agreement or the Disclosure Schedules2009. (b) By Purchaser or Parent EFX, if the terms, covenants or conditions of this Agreement to be complied with or performed by Sellers, Metal Resources, or the Company on at or before the Closing Date shall have not have been complied with or performed in all material respects, or any other condition to the obligations of EFX to consummate the Merger, or the other transactions contemplated by this Agreement required to be satisfied at or before the Closing Date has not been complied with or satisfied in all material respects on or before November 3, 2009, and such any noncompliance or nonperformance shall has not have been waived in writing by Purchaser or ParentEFX. (c) By Sellers, Metal Resources, or the Company, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser EFX or Parent Merger Sub at or before the Closing Date shall have not have been complied with or performed in all material respects, or any other condition to the obligations of Company to consummate the Merger, or the other transactions contemplated by this Agreement required to be satisfied at or before the Closing Date has not been complied with or satisfied in all material respects on or before November 3, 2009, and such any noncompliance or nonperformance shall has not have been waived in writing by Sellers, Metal Resources, or the Company. (d) By any partyEFX or Company, if any action, suit or proceeding shall Action will have been instituted or threatened against any party to this Agreement (other than by any Affiliate of such party) to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement, the Ancillary Acquisitions, the Offering, or prohibit the consummation of the transactions contemplated herein or therein, which, in the good faith opinion of any party, makes consummation of the transactions herein or therein contemplated inadvisable (in which event, no party hereto shall have any liability to the other by reason of such termination)this Agreement. (e) By mutual agreement written consent of Purchaser, Parent, Metal Resources, the EFX and Company, and Sellers. (f) By written notice by the Sellers' Representatives to the Purchaser EFX or the Purchaser to the Sellers' Representatives, as the case may be, in the event Company if the Closing has not occurred on or prior before November 3, 2009; provided, however, that the right to November 20, 2007, for terminate this Agreement under this Section 14.1(e) shall not be available to any reason other than delay or nonperformance party that is in material breach of this Agreement and such breach of this Agreement has resulted in the failure of the Party seeking such termination. (g) By either party pursuant Closing to occur on or before the provisions termination date of Section 6.3.this Agreement

Termination for Certain Causes. This Agreement may be terminated at any time prior to or on the Closing Date by Sellers, Metal Resources, the Company, Purchaser, or Parent, as the case may be, upon written notice to the other party only as follows: (a) By Purchaser or Parent, if as of the date hereof or the Closing Date there is any fact or condition with respect to Sellers, Metal Resources, the Company, the Business, or the Interests which has a Material Adverse Effect on the Interests, the Company, or Business, and such fact or condition is not known to Purchaser or Parent or disclosed by Sellers, Metal Resources, or the Company in this Agreement or the Disclosure Schedules. (b) By Purchaser or Parent if the terms, covenants or conditions of this Agreement to be complied with or performed by Sellers, Metal Resources, or the Company on or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Purchaser or Parent. (c) By Sellers, Metal Resources, or the Company, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser or Parent at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Sellers, Metal Resources, or the Company. (d) By any party, if any action, suit or proceeding shall have been instituted or threatened against any party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement, the Ancillary Acquisitions, the Offering, or the consummation of the transactions contemplated herein or therein, which, in the good faith opinion of any party, makes consummation of the transactions herein or therein contemplated inadvisable (in which event, no party hereto shall have any liability to the other by reason of such termination).. 38 (e) By mutual agreement of Purchaser, Parent, Metal Resources, the Company, and Sellers. (f) By written notice by the Sellers' Representatives to the Purchaser or the Purchaser to the Sellers' Representatives, as the case may be, in the event the Closing has not occurred on or prior to November 20, 2007, for any reason other than delay or nonperformance of the Party seeking such termination. (g) By either party pursuant to the provisions of Section 6.3.

Termination for Certain Causes. This Agreement may be terminated at any time prior to or on the Closing Date by Sellers, Metal Resources, the Company, Purchaser, Seller or Parent, as the case may be, Purchaser upon written notice to the other party only as follows: (a) By Purchaser, in the event that the conditions to closing contained in Section 6 have not been satisfied by Seller or waived by Purchaser or Parent, if as of by the date hereof or the Closing Date there is any fact or condition with respect to Sellers, Metal Resources, the Company, the Business, or the Interests which has a Material Adverse Effect on the Interests, the Company, or Business, and such fact or condition is not known to Purchaser or Parent or disclosed by Sellers, Metal Resources, or the Company in this Agreement or the Disclosure SchedulesTermination Date. (b) By Purchaser or Parent if Seller, in the terms, covenants or event that the conditions of this Agreement to be complied with or performed by Sellers, Metal Resources, or the Company on or before the Closing Date shall closing contained in Section 7 have not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing satisfied by Purchaser or Parentwaived by Seller by the Termination Date. (c) By SellersPurchaser, Metal Resourcesif a material adverse change in the Actives Business of Seller shall have occurred, or any substantial part of the CompanyTransferred Assets of Seller are destroyed due to fire or other casualty. (d) By Purchaser, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser or Parent the Seller at or before the Closing Date shall not have been complied with or performed performed, or if any representation or warranty of Seller is breached or is not true and correct, and such noncompliance noncompliance, nonperformance, or nonperformance breach or misrepresentation shall have a material adverse effect upon the Actives Business or the Transferred Assets. (e) By Seller if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser at or before the Closing Date shall not have been waived in writing by Sellers, Metal Resourcescomplied with or performed, or if any representation or warranty of Purchaser hereunder is breached or is not true and correct, and such noncompliance, non-performance or breach or misrepresentation shall materially reduce the Companyvalue or amount of the Total Consideration payable hereunder. (df) By any partyparty to this Agreement, if any action, suit or proceeding shall have been instituted or threatened against any such party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, prohibit this Agreement, the Ancillary Acquisitions, the Offering, Agreement or the consummation of the transactions contemplated herein herein, or therein, which, in the good faith opinion of any party, makes consummation of the transactions herein or therein contemplated inadvisable (in which event, no to seek damages from such party hereto shall have any liability to the other by reason of such termination). (e) By mutual agreement this Agreement or the consummation of Purchaser, Parent, Metal Resources, the Companytransactions contemplated herein, and Sellerssuch action, suit or proceeding shall be pending as of a date ten (10) days before the scheduled Closing Date or any court of competent jurisdiction shall have entered a temporary, preliminary or permanent restraining order in respect of same. (f) By written notice by the Sellers' Representatives to the Purchaser or the Purchaser to the Sellers' Representatives, as the case may be, in the event the Closing has not occurred on or prior to November 20, 2007, for any reason other than delay or nonperformance of the Party seeking such termination. (g) By either party pursuant to the provisions of Section 6.3.

Termination for Certain Causes. This Agreement may be terminated at any time prior to or on the Closing Date by Sellers, Metal Resources, the Company, Purchaser, Yorkshire or Parent, as the case may beCK Witco, upon written notice to the other party only as follows: (a) By Purchaser or ParentYorkshire, if as a material adverse change in the business, properties, financial condition of the date hereof or the Closing Date there is any fact or condition with respect to Sellers, Metal Resources, the Company, the Business, or the Interests which has a Material Adverse Effect on the Interests, the Company, or Business, and such fact or condition is not known to Purchaser or Parent or disclosed by Sellers, Metal Resources, or the Company in this Agreement or the Disclosure SchedulesAcquired Businesses will have occurred. (b) By Purchaser Yorkshire, if a material adverse change in the business, properties or Parent if financial condition of Yorkshire or the terms, covenants or conditions of this Agreement Acquired Businesses occurs prior to be complied with or performed by Sellers, Metal ResourcesClosing, or there are other factors outside Yorkshire's reasonable control which in either case cause Yorkshire's lenders to terminate their obligation to lend to Yorkshire under its facility agreement of today's date with HSBC Bank and the Company on or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived in writing by Purchaser or Parentother signatories thereto. (c) By Sellers, Metal Resources, or the CompanyYorkshire, if the terms, covenants or conditions of this Agreement to be complied with or performed by Purchaser any CK Witco Entity, Europe or Parent any Acquired Entity at or before the Closing Date shall will not have been complied with or performed in all material respects or any other conditions to the obligations of Yorkshire to consummate the transactions contemplated by this Agreement required to be satisfied at or before the Closing Date will not have been complied with or satisfied in all material respects, and any such material noncompliance or nonperformance shall will not have been waived writing by Yorkshire. (d) By CK Witco, if the terms, covenants or conditions of this Agreement to be complied with or performed by any Yorkshire Entity at or before the Closing Date will not have been complied with or performed in all material respects or any other conditions to the obligations of CK Witco to consummate the transactions contemplated by this Agreement required to be satisfied at or before the Closing Date will not have been complied with or satisfied in all material respects, and any such material noncompliance or nonperformance will not have been waived in writing by Sellers, Metal Resources, or the CompanyCK Witco. (de) By any partyCK Witco or Yorkshire, if any action, suit or proceeding shall Action will have been instituted or threatened against any party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement, the Ancillary Acquisitions, the Offering, Agreement or the consummation of the transactions contemplated herein or thereinin this Agreement, which, in the reasonable and good faith opinion of any partyparty and upon the written advice of outside counsel, makes consummation of the transactions herein or therein contemplated inadvisable (in which event, no party hereto shall have any liability to the other by reason of such termination). (e) By mutual agreement of Purchaser, Parent, Metal Resources, the Company, and Sellersthis Agreement inadvisable. (f) By written notice by the Sellers' Representatives to the Purchaser CK Witco or the Purchaser to the Sellers' RepresentativesYorkshire, as the case may be, in the event if the Closing has not occurred on or prior to November 20before December 31, 2007, for any reason other than delay or nonperformance of the Party seeking such termination1999. (g) By either party pursuant to the provisions of Section 6.3CK Witco and Yorkshire, by written consent.