Common use of Termination for Failure to Perform Covenants or Conditions Clause in Contracts

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary PRCO if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent PRCO or the Acquisition Subsidiary PRCO Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent PRCO or the Acquisition Subsidiary PRCO Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This ----------------------------------------------------------------- Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary CGMI if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions Merger as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent CGMI or the Acquisition Subsidiary CGMI Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions Merger as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary CGMI shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Purchaser if: (i) any of the representations and warranties made in this Agreement by the Company or the Stockholder shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled by the Closing Date; (iii) the Company or the Stockholder shall have failed to observe or perform any of their respective obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or the Stockholder if: (i) any of the representations and warranties of the Purchaser shall not be true and correct when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Purchaser shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary Acquiror if: (i) any of the representations and warranties made in this Agreement by the Company Acquiree shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Acquiree shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company Acquiree if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary Acquiror shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Acquiror shall have failed to observe or perform any of their its material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary OS if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent OS or the Acquisition Subsidiary OS Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent OS or the Acquisition Subsidiary OS Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Newco or Purchaser if: (i) any of the representations and warranties made in this Agreement by the Company or the Stockholders shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 7.4 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company or the Stockholders shall have failed to observe or perform any of its their material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent Newco or the Acquisition Subsidiary Purchaser shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 7.5 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Purchaser and Newco shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company or the Shareholders shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions contemplated transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or the Shareholders if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions contemplated transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their its material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary BOCI if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent BOCI or the Acquisition Subsidiary BOCI Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent BOCI or the Acquisition Subsidiary BOCI Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Seller if: (i) any of the representations and warranties made in this Agreement by the Company Purchaser Parties shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions contemplated transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; or (iii) the Company Purchaser Parties shall have failed to observe or perform any of its their material respective obligations under this Agreement; or (iv) as otherwise set forth herein; or. (b) by the Company Purchaser if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary Seller Parties shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions contemplated transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; or (iii) the Parent or the Acquisition Subsidiary Seller Parties shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary Subsidiaries if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or either of the Acquisition Subsidiary Subsidiaries shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or either of the Acquisition Subsidiary Subsidiaries shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary JKP if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary JKP shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary JKP shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary By RWT if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions Merger as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent RWT or the Acquisition Subsidiary RWT Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions Merger as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary RWT shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Purchaser if: (i) any of the representations and warranties made in this Agreement by the Company Seller shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled by the Closing Date; (iii) the Seller shall have failed to observe or perform obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Seller if: (i) any of the representations and warranties of the Purchaser shall not be true and correct when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Purchaser shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary OS if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform in all material respects any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent OS or the Acquisition Subsidiary OS Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent OS or the Acquisition Subsidiary OS Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: Post-Closing Date: (a) by the Parent and the Acquisition Subsidiary UPCI if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent UPCI or the Acquisition Subsidiary UPCI Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent UPCI or the Acquisition Subsidiary UPCI Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary PRCO if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent PRCO or the Acquisition Subsidiary PRCO Stockholders shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent PRCO or the Acquisition Subsidiary PRCO Stockholders shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Acquisition or Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Acquisition or Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the and Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Telscape or Newco if: (i) any of the representations and warranties made in this Agreement by the Company or the Stockholders shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects or waived by the Closing Date; (iii) the Company or the Stockholders shall have failed to observe or perform any of its material their respective obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or the Stockholders if: (i) any of the representations and warranties of the Parent Telscape or the Acquisition Subsidiary Newco shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Telscape shall have failed to observe or perform any of their its respective material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of made in this Agreement by the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary Corp. if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary Corp. shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Corp. shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: : (a) by the Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.. 8.5

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary Purchaser if: (i) any of the representations and warranties made in this Agreement by the Company Acquiree shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Acquiree shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company Acquiree if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary Purchaser shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Purchaser shall have failed to observe or perform any of their its material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary THINK if: (i) any of the representations and warranties made in this Agreement by the Company or the Stockholders shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled or waived by the Closing Date; (iii) the Company or the Stockholders shall have failed to observe or perform any of their respective obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or the Stockholders if: (i) any of the representations and warranties of THINK shall not be true and correct when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company THINK shall have failed to observe or perform any of its respective material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the any Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by any of the Company Companies shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the any Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the any Company if: (i) any of the representations and warranties of the Parent or the any Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the any Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This ---------------------------------------------------------- Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Xceed if: (i) any of the representations and warranties made in this Agreement by the Company or the Members shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled or waived by the Closing Date; (iii) the Company or the Members shall have failed to observe or perform any of their respective obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or the Members if: (i) any of the representations and warranties of Xceed shall not be true and correct when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Xceed shall have failed to observe or perform any of its respective material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such timemade; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement, after notice to the Company of the specific obligations that have not been observed or performed has been given and a reasonable opportunity thereafter of not less than 30 days for the Company to cure such failure has elapsed; or (iviii) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such timemade; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement, after notice to the Parent and the Acquisition Subsidiary of the specific obligations that have not been observed or performed has been given and a reasonable opportunity thereafter of not less than 30 days for the Parent and Acquisition Subsidiary to cure such failure has elapsed; or (iviii) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary BP if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary BP shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent or the Acquisition Subsidiary BP shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This ------------------------------------------------------------ Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary OS if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent OS or the Acquisition Subsidiary OS Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent OS or the Acquisition Subsidiary OS Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time:Closing Date. (a) by the Parent and the Acquisition Subsidiary Buyer if: (i) any of the representations and warranties made in this Agreement by the Company Seller shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Seller shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company Seller if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary Buyer shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Buyer shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary AFI if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions Agreement as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary AFI shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions Agreement as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary AFI shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Purchaser or SkyLynx if: (i) any of the representations and warranties made in this Agreement by the Company Seller or Members or Xxxxxx shall not be materially true and correct, correct when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled by the Closing Date; (iii) the Seller or Members or Xxxxxx shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Seller if: (i) any of the representations and warranties of the Purchaser or SkyLynx shall not be materially true and correct when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company shall have failed to observe Purchaser or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary SkyLynx shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Purchaser if: (i) any of the representations and warranties made in this Agreement by the Company shall or the Stockholders or Davix X. Xxxxxxx xxxll not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled by the Closing Date; (iii) the Company or the Stockholders or Davix X. Xxxxxxx xxxll have failed to observe or perform any of their respective obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or the Stockholders if: (i) any of the representations and warranties of the Purchaser shall not be true and correct when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Purchaser shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary Pubco if: (i) any of the representations and warranties made in this Agreement by the Company Raditaz shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company Raditaz shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company Raditaz if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary Pubco shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary Pubco shall have failed to observe or perform any of their its material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled (or waived) in all material respects by the Closing Date; (iii) the Company shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 hereof have not been fulfilled (or waived) in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimePost-Closing Date: (a) by the Parent and the Acquisition Subsidiary ACMI if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent ACMI or the Acquisition Subsidiary ACMI Stockholder shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Post-Closing Date; (iii) the Parent ACMI or the Acquisition Subsidiary ACMI Stockholder shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary TNX if: (i) any of the representations and warranties made in this Agreement by the Company or Acquisition shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Company or Acquisition shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (b) by the Company or Acquisition if: (i) any of the representations and warranties of the Parent or the Acquisition Subsidiary TNX shall not be materially true and correct when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date; (iii) the Parent or the Acquisition Subsidiary TNX shall have failed to observe or perform any of their material respective obligations under this Agreement; or (iv) as otherwise set forth herein.