Common use of Termination in Absence of Closing Clause in Contracts

Termination in Absence of Closing. If by the close of business on September 30, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. If by the close of business on September 30December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 3.04(b), if by the close of --------------- business on September 30April 5, 1998 (the "Termination Date")2003, the Closing has not occurred, then any party hereto either SILVA BAY or Spectrum may thereafter terminate this Agreement after xxx business days by giving written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholderstockholder, director, officer, employee or representatives representative of such party unless the reason for the Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date ------------ scheduled for the Closing pursuant to Section 2.01, the failure of such party to ------------ perform its obligations under this Article II on IIIon such date; provided, however, ----------- ----------------- that the provisions of Sections 9.01 through 9.06 shall survive any such ----------------------------- termination; and provided further, however, that any termination pursuant to --------------------------- this Section 2.04 3.04 shall not relieve any party hereto who was responsible for ------------- Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have VIIhave been satisfied or waived in writing by the date scheduled for ----------- the Closing pursuant to Section 2.01, the failure of such party to perform its ------------ obligations under this Article II on IIIon such date. Notwithstanding ------------ (b) Spectrum shall also have the foregoingright to terminate this Agreement without liability to any party by so notifying SILVA BAY at any time within fifteen (15) days after the date ox xxis Agreement if, the Stockholders expressly acknowledge and agree in Spectrum's sole discretion, any Schedule (or any instrument referred to therein) or requested information that market and economic conditions are impossible was not furnished to predict, and although GRS intends to proceed with the Offering in an expeditious manner Spectrum at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated least ten (10) business days prior to the Termination Datedate of this Agreement contains or refers to any matter that, or may cause or lead to any result that, in Spectrum's sole discretion and judgment, is adverse to Spectrum in any way; provided, however, that the -------- ------- provisions of Sections 9.01 through 9.06shall survive any such termination. In -------------------------- addition, notwithstanding the approval of Spectrum Stockholders or it's board of directors, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Spectrum if: (i) any representation or warranty made herein for the benefit of Spectrum, or any certificate, schedule or document furnished to Spectrum pursuant to this Agreement is untrue in any material respect; or (ii) SILVA BAY defaults in any material respect in the performance of anx xxterial obligation under this Agreement. (c) Notwithstanding the approval of SILVA BAY shareholders or it's board of directors, this Agreement axx xxe transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by SILVA BAY if: (i) any representation or warranty made herexx xxr the benefit of SILVA BAY, or any certificate, schedule or document furnished to SILVX XXX pursuant to this Agreement is untrue in any material xxxxect; or (ii) Spectrum defaults in any material respect in the performance of any material obligation under this Agreement; or (iii) Spectrum fails to demonstrate, to the satisfaction of SILVA BAY, that the requisite number of Spectrum stockholders are "xxxxedited investors" (as such term is defined in the Securities Act) for purposes of qualifying the share exchange under this Merger for an exemption from the registration requirements of the Securities Act pursuant to Section 506 thereunder; or (iv) More than 35 Spectrum Stockholders timely and properly exercise their right to dissent to the Merger.

Termination in Absence of Closing. If by the close of business 5:00 p.m. on September November 30, 1998 (the "Termination Date")1997, the Closing has deliveries required to be made by the Stockholder to the Escrow Agent pursuant to Section 2.02(ii) have not occurred, occurred then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Section 12 of that certain letter of intent (the "Letter of Intent") dated June 26, 1997 between the Buyer and the Stockholder shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.05 shall not relieve any party hereto who was responsible for the Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. (a) If by the close of business on September 30, 1998 (the "Termination Closing Date"), the Closing has not occurredoccurred (except as may otherwise be extended), then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any other party to this Agreement or any shareholderAgreement, director, officer, employee or representatives of such party unless the reason for Closing closing having not occurred is (i) such party's willful breach of the any of its obligations, representations, warranties or covenants or other provisions of this Agreement, ; or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such datehereunder; provided, provided however, that any termination pursuant to this Section 2.04 the defaulting party shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses have twenty (i20) or (ii) above days following written notice of any liability default within which to cure such default. In such event, the defaulting party shall be liable to all other parties for (x) such party's willful breach of all Damages incurred by the provisions non-defaulting parties, including but not limited to all expenses, costs and attorney fees incurred in due diligence, negotiation of this Agreement, the drafting of this Agreement and all Collateral Agreements and otherwise representing such non-defaulting parties. (b) This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if: (yi) if all any representation or warranty made herein for the benefit of Buyer or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue; or (ii) the Companies or Shareholders shall have defaulted in any respect in the performance of any obligation under this Agreement; or In the event that Buyer terminates this Agreement in accordance with the provisions contained in this Section 4.4(b). The Buyer shall be entitled to a refund of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by Deposit. In addition, then the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS Shareholders shall not be liable to Buyer for all Damages incurred by Buyer including, but not limited to, all expenses, costs and attorney's and accounting fees incurred in the Stockholders due diligence, negotiation and drafting of this Agreement in contemplation of the transaction contained herein. (c) This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Companies, if: (i) any representation or warranty made herein for the benefit of the Companies or the Shareholders or any certificate, schedule or document furnished to the Companies or the Shareholders pursuant to this Agreement is untrue; or (ii) the Buyer shall have defaulted in any respect in the performance of any obligation under this Agreement; or (iii) the Buyer's financial or business condition has suffered a Material Adverse Effect in the reasonable judgement of the Companies. In the event that the Companies terminates this Agreement in accordance with the provisions contained in this Section 4.4(c), then the Buyer shall be entitled to the Deposit, plus their reasonable attorney's fees and expenses incurred in connection with this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.4(b), if by the close of business on September June 30, 1998 (the "Termination Date")2005, the Closing has not occurred, then any party hereto either Buyer or the Company may thereafter terminate this Agreement by written notice to such effect, to the other parties heretoParties, without liability of or to any party to this Agreement Party or any shareholder, director, officer, employee or representatives representative of such party Party unless the reason for Closing having not occurred is (i) such party's Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's Party’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party Party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.5 through 9.11 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.4 shall not relieve any party hereto Party who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for which such Party would otherwise have in respect thereof. (xb) such party's willful breach Notwithstanding the approval of the provisions Board of this Agreement, or (y) if all Directors of the conditions to such party's obligations set forth in Article VII have been satisfied Company and the Shareholders, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Company or the Shareholders if: (i) any representation or warranty made herein for the benefit of the Company or the Shareholders, or any certificate, schedule or document furnished to the Company or the Shareholders pursuant to this Agreement is untrue or contains any untrue statement of material fact, or omits to state a material fact necessary to make the statements or facts contained therein not misleading in light of the circumstances under which they were furnished; or (ii) Buyer or Acquisition LLC shall have defaulted in any material respect in the performance of any material obligation under this Agreement. (c) Notwithstanding the approval of the Board of Directors of Buyer, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue or contains any untrue statement of material fact, or omits to state a material fact necessary to make the statements or facts contained therein not misleading in light of the circumstances under which they were furnished; or (ii) The Company or the Shareholders shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.4(b), if by the close of business on September June 30, 1998 (the "Termination Date")2004, the Closing has not occurred, then any party hereto either the Seller or the Buyer may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII herein have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II Section 2 on such date; provided. (b) Buyer shall also have the right to terminate this Agreement without liability to any party by so notifying the Seller at any time within fifteen (15) days after the date of this Agreement if, howeverin Buyer's sole discretion, any schedule (or any Conveyance Document) that was not furnished to Buyer at least ten (10) business days prior to the date of this Agreement contains or refers to any termination matter that, or may cause or lead to any result that, in Buyer's sole discretion and judgment, is adverse to Buyer in any way. (c) Notwithstanding the approval of the Board of Directors of Buyer, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Section 2.04 shall not relieve Agreement is untrue in any party hereto who was responsible for Closing having not occurred as described in clauses (i) or material respect; or (ii) above The Seller, Trust or the Beneficiaries shall have defaulted in any material respect in the performance of any liability for (x) such party's willful breach of the provisions of material obligation under this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.04(b), if by the close of business on September 30March 18, 1998 (the "Termination Date")2002, the Closing has not occurred, then any party hereto either the Company or the Buyer may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.02 through 9.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of Buyer, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) The Company or the Shareholders shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.5(b), if by the close of business on September 30April 20, 1998 (the "Termination Date")2001, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 8.2 through 8.6 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.5 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of Buyer, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable any time on or prior to the Stockholders Closing Date by Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) The Company or Seller shall have defaulted in any material respect in the performance of any material obligation under this Agreement. (c) Notwithstanding the approval of the Board of Directors of Seller and the Company, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Seller or the Company if if: (i) any representation or warranty made herein for the Closing has not occurred because benefit of Seller or the Offering has not been consummated prior Company, or any certificate, schedule or document furnished to Seller or the Termination DateCompany pursuant to this Agreement is untrue in any material respect; or (ii) Buyer shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.04(b), if by the close of business on September 30January 31, 1998 (the "Termination Date")1997, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.02, 9.03, 9.04, 9.07 and 9.08 shall survive any such termination; and provided 2 further, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) This Agreement and the foregoing, the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Buyer if: (i) any representations or warranties made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) the Company or Seller shall have defaulted in any material respect in the performance of any material obligation under this Agreement. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Seller if: (i) any representations or warranties made herein for the benefit of Seller, or any certificate, schedule or document furnished to Seller pursuant to this Agreement is untrue in any material respect; or (ii) the Buyer shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. (a) If by the close of business on September 30, 1998 (the "Termination Closing Date"), the Closing has not occurredoccurred (except as may otherwise be extended), then any party hereto Buyer or the Vendors may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or the terminating party to any other party to this Agreement or any shareholderAgreement, director, officer, employee or representatives of such party unless the reason for Closing closing having not occurred is (i) such party's willful the terminating party or parties breach of the any of its or their obligations, representations, warranties or covenants or other provisions of this Agreement, ; or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such the terminating party or parties to perform its or their obligations under this Article II on such datehereunder; provided, however, that any termination pursuant to this Section 2.04 the defaulting parties shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses have twenty (i20) or (ii) above days following written notice of any liability default within which to cure such default. In such event, the defaulting party shall be liable to all other parties for (x) such party's willful breach of specific performance and for all Damages incurred by the provisions terminating party or parties, including but not limited to all expenses, costs and attorney fees incurred in due diligence, negotiation of this Agreement, or (y) if the drafting of this Agreement and all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing Collateral Agreements by the date scheduled terminating party or parties and otherwise representing such non-defaulting parties. (b) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer without liability, if: (i) any representation or warranty made herein for the Closing benefit of Buyer or any certificate, schedule or document furnished to Buyer pursuant to Section 2.01, this Agreement is untrue in any material respect ; or (ii) the failure Company or Warrantors shall have defaulted in any material respect in the performance of such party to perform its obligations any obligation under this Article II on such dateAgreement; (iii) the Company's financial or business condition has suffered a material adverse effect in the reasonable judgment of FD. Notwithstanding In the foregoing, the Stockholders expressly acknowledge and agree event that market and economic conditions are impossible to predict, and although GRS intends to proceed Buyer terminates this Agreement in accordance with the Offering provisions contained in an expeditious manner at this time, GRS Section 4.4(b) then the Warrantors and the Company shall not be liable to Buyer for all Damages incurred by Buyer including, but not limited to, all expenses, costs, and attorney's and accounting fees incurred in the Stockholders due diligence, negotiation and drafting of this Agreement in contemplation of the transactions contained herein. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Vendors, if: (i) any representation or warranty made herein for the benefit of the Vendors or any certificate, schedule or document furnished to the Vendors, the Company or the Warrantors pursuant to this Agreement is untrue in any material respect; or (ii) the Buyer or FD shall have defaulted in any material respect in the performance of any obligation under this Agreement; or (iii) the Buyer's financial or business condition has suffered a Material Adverse Effect in the reasonable judgment of the Warrantors. In the event that the Company terminates this Agreement in accordance with the provisions contained in this Section 4.4(c), then the Company shall be entitled to its reasonable attorney's fees and expenses incurred in connection with this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.9(b) and Section 2.9(c), if by the close of business on September 3015, 1998 (the "Termination Date")2011, the Closing has not occurred, then any party hereto Parent, the Company or the Owners’ Representative may thereafter terminate this Agreement by written notice to such effect, effect to the other parties hereto, without liability of or to any party to this Agreement or any shareholderstockholder, director, officer, employee or representatives representative of such party party, unless the reason for Closing having not occurred is (i) such party's ’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's ’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.2 through 9.6 and Section 9.15 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.9 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's ’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's ’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) This Agreement and the foregoing, the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by notice from Parent to the Owners’ Representative if: (i) the representations and warranties made herein for the benefit of Parent are untrue in any material respect; or (ii) the Company or the Owners shall have defaulted in any material respect in the performance of any material obligation under this Agreement, and such default shall have not been cured within ten (10) days of written notice thereof. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by notice from the Owners’ Representative to Parent if: (i) the representations and warranties made herein for the benefit of the Owners are untrue in any material respect; or (ii) Parent shall have defaulted in any material respect in the performance of any material obligation under this Agreement, and such default shall have not been cured within ten (10) days of written notice thereof.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.03(b), if by the close of business on September 30August 31, 1998 (the "Termination Date")1997, the Closing has not occurred, occurred then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9 and 10 of that certain letter of intent (the "Letter of Intent") dated May 30, 1997 between the Buyer, and the Company and the Subsidiary shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.05 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree . (b) Any Schedule referred to in this Agreement that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall was not be liable furnished to the Stockholders or the Company Buyer (including copies of all instruments, if the Closing has not occurred because the Offering has not been consummated any, referred to therein) at least five days prior to the Termination Date.date of this Agreement is noted on the face thereof as being a "Section 2.05(b)

Termination in Absence of Closing. If by the close of business on September 30December 31, 1998 1999 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; providedPROVIDED, howeverHOWEVER, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. (a) If by the close of business on September 30October 31, 1998 (the "Termination Date")2002, the Closing has not occurred, then any party hereto either the Company or the Buyer may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.2 through 9.7 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.4 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of Buyer, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; (ii) the Company or the Shareholders shall have defaulted in any material respect in the performance of any material obligation under this Agreement; or (iii) there shall have occurred an event, circumstance or change that had or might have a material adverse effect on the business, operations, prospects, Properties, financial condition or working capital of the Company. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Company and the Shareholders if: (i) any representation or warranty made herein for the benefit of the Company and the Shareholders, or any certificate, schedule or document furnished to the Company and the Shareholders pursuant to this Agreement is untrue in any material respect; or (ii) The Buyer shall have defaulted in any material respect in the performance of any material obligation under this Agreement, and such default shall have continued following notice and a reasonable opportunity to cure.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 4.4(b), if the Closing has not occurred by the close of business on September 30, 1998 (the "Termination Date"), the Closing has not occurred2005, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties Parties hereto, without liability of or to any party Party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party Party unless the reason for Closing having not occurred is (i) such party's Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's Party’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.1, the failure of such party Party to perform its obligations under this Article II on such date; provided, however, that the provisions of Section 9.2 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 4.4 shall not relieve any party Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's Party’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.1, the failure of such party Party to perform its obligations under this Article II on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of GenuTec, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable any time on or prior to the Stockholders Closing Date by GenuTec if: (i) any representation or warranty made herein for the benefit of GenuTec, or any certificate, schedule or document furnished to GenuTec pursuant to this Agreement is untrue in any material respect; or (ii) The Stockholder or the Company if shall have defaulted in any material respect in the Closing has not occurred because performance of any material obligation under this Agreement on their part to be performed. (c) Notwithstanding the Offering has not been consummated approval of the Stockholder and the Board of Directors of the Company, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Termination DateClosing Date by the Company if: (i) any representation or warranty made herein by GenuTec for the benefit of the Stockholder and the Company, or any certificate, schedule or document furnished to the Stockholder and the Company by GenuTec pursuant to this Agreement is untrue in any material respect; or (ii) GenuTec shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed.

Termination in Absence of Closing. If by the close of business on September 30August 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, effect to the other parties hereto, without liability of or to any party Party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II 11 on such date; provided, however, that the provisions of Sections 14, 15 and 16 of that certain letter of intent (the "Letter of Intent") dated March 26, 1998 between the Buyer, the Company and the Stockholders shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.05 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II 11 on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. If by the close of business on September 30, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.and

Termination in Absence of Closing. If by (a) Subject to the close provisions of business on September 30, 1998 (the "Termination Date"Section 2.4(b), if the Closing has not occurredoccurred within sixty (60) days of the date hereof, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.2 through 9.6, 9.17 and 9.19 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.4 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) This Agreement and the foregoingtransactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by notice from Buyer to the Company if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) The Company or the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predictshall have defaulted in any material respect in the performance of any material obligation under this Agreement, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS which default shall not have been cured within ten days of written notice thereof. (c) This Agreement and the transactions contemplated herein may be liable terminated and abandoned at any time on or prior to the Closing Date by notice from the Company to Buyer if: (i) any representation or warranty made herein for the benefit of the Stockholders, or any certificate, schedule or document furnished to the Stockholders or pursuant to this Agreement is untrue in any material respect; or (ii) Buyer shall have defaulted in any material respect in the Company if the Closing has performance of any material obligation under this Agreement, which default shall not occurred because the Offering has not have been consummated prior to the Termination Datecured within ten days of written notice thereof.

Termination in Absence of Closing. If by the close of business on September 30December 31, 1998 (the "Termination Date"), the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding the foregoing, the Stockholders Shareholder expressly acknowledge acknowledges and agree agrees that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders Shareholder or the any Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. (a) If by the close of business on September 30March 31, 1998 (the "Termination Date")1998, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, effect to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, stockholder, member, director, officer, employee or representatives representative of such party unless the reason for the Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VIII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.01, the failure of such party to perform its obligations under this Article II IV on such date; providedPROVIDED, howeverHOWEVER, that the provisions of Sections 4.04(d), 11.02, 11.03 and 11.04 shall survive any such termination; and PROVIDED FURTHER, HOWEVER, that any termination pursuant to this Section 2.04 4.04 shall not relieve any party hereto who was responsible for the Closing having not occurred as described in the foregoing clauses (i) or (ii) above of any liability for (xX) such party's willful breach of the provisions of this Agreement, or (yY) if all of the conditions to such party's obligations set forth in Article VII VIII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.01, the failure of such party to perform its obligations under this Article II Agreement on such date. (b) Notwithstanding the approval of the Stockholders, this Agreement and the transactions contemplated herein may also be terminated and abandoned by the Company at any time on or prior to the Closing Date if: (i) any representations or warranties made herein for the benefit of the Company, the Principals and/or the Stockholders, or any certificate, schedule or document furnished to the Company and/or the Stockholders pursuant to this Agreement is untrue in any material respect and such untruth is not corrected by the Closing Date; or (ii) Either Buyer shall have defaulted in any respect in the performance of any material obligation under this Agreement. (c) Notwithstanding the approval of the respective Boards of Directors of Buyers, this Agreement and the transactions contemplated herein may also be terminated and abandoned by the Buyers or either of them at any time on or prior to the Closing Date if: (i) any representations or warranties made herein for the benefit of either Buyer, or any certificate, schedule or document furnished to Buyers pursuant to this Agreement is untrue in any material respect and such untruth is not corrected by the Closing Date; or (ii) The Company, any Stockholder or any Principal defaults in any respect in the performance of any material obligation under this Agreement. (d) If for any reason the Closing does not occur prior to March 31, 1998 (or such later date as may be mutually agreed to by the parties), as a result of any Buyer's failure to perform its obligations under this Article IV or its breach of the provisions of this Agreement, Rexall agrees to pay the Company an amount equal to $250,000 as compensation for the Company's costs and expenses incurred in connection with the examination and investigation of the Buyer and the preparation and negotiation of this Agreement and related documents. Such amount shall be paid within three (3) weeks after the Company's request therefor. Notwithstanding the foregoing, the Stockholders expressly acknowledge and parties agree that market such amount relates solely to expenses incurred in connection with the preparation and economic conditions are impossible to predictnegotiation of this Agreement and related documents, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if may pursue all other available remedies for any other damages caused by either of the Closing has not occurred because the Offering has not been consummated prior Buyer's breach of or failure to the Termination Dateperform its obligations hereunder.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.4(b), if by the close of business on September 30March 31, 1998 (the "Termination Date")2000, the Closing has not occurred, then any party hereto either Buyer or the Company may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such terminating party's willful material breach of the provisions of this Agreement, or (ii) if all of the conditions to such terminating party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.2 through 9.6 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.4 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful material breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) This Agreement and the foregoing, the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Company if: (i) any representation or warranty made herein for the benefit of Company, or any certificate, schedule or document furnished to the Company pursuant to this Agreement is untrue in any material respect; or (ii) Buyer or Acquisition Sub shall have defaulted in any material respect in the performance of any material obligation under this Agreement, and such default continues uncured for 15 days after notice from the Company. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) The Company or the Shareholders shall have defaulted in any material respect in the performance of any material obligation under this Agreement and such default continues uncured for 15 days after notice from the Buyer. (d) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time prior to the Closing by written agreement of the Buyer and the Company.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.04(b), if by the close of business on September 30, 1998 (the "Termination Date")2002, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII V have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 8.02 through 8.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII V have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) Buyer shall also have the foregoingright to terminate this Agreement without liability to any party by so notifying the Seller at any time within thirty (30) days after the date of this Agreement if, the Stockholders expressly acknowledge and agree in Buyer's sole discretion, any Schedule (or any instrument referred to therein) that market and economic conditions are impossible was not furnished to predict, and although GRS intends to proceed with the Offering in an expeditious manner Buyer at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated least ten (10) business days prior to the Termination Datedate of this Agreement contains or refers to any matter that, or may cause or lead to any result that, in Buyer's sole discretion and judgment, is adverse to Buyer in any way; provided, however, that the provisions of Sections 8.02 through 8.06 shall survive any such termination. (c) Notwithstanding the approval of the Board of Directors of Buyer, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) the Company or the Seller shall have defaulted in any material respect in the performance of any obligation under this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred by the close of business on September April 30, 1998 (the "Termination Date"), the Closing has not occurred2009, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties Parties hereto, without liability of or to any party Party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party Party unless the reason for Closing having not occurred is (i) such party's Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.013.1., the failure of such party Party to perform its obligations under this Article II III on such date; provided, however, that any termination pursuant to this Section 2.04 3.4 shall not relieve any party Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.013.1, the failure of such party Party to perform its obligations under this Article II III on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of Buyer, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Buyer, if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) the Company, the Company Stockholders or any of their Affiliates shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Company Stockholders, if: (i) any representation or warranty made herein for the benefit of the Company Stockholders, or any certificate, schedule or document furnished to the Company Stockholders pursuant to this Agreement is untrue in any material respect; or (ii) the Buyer, the Parent or any of their Affiliates shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed.

Termination in Absence of Closing. If (a) In the event that a STF Termination Event, or an Algatec Termination Event occurs or if the Closing has not occurred by the close of business on September 30March 31, 1998 (the "Termination Date"), the Closing has not occurred2009, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties Parties hereto, without liability of or to any party Party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party Party unless the reason for Closing having not occurred is (i) such party's Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.1, the failure of such party Party to perform its obligations under this Article II III on such date; provided, however, that any termination pursuant to this Section 2.04 3.4 shall not relieve any party Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.013.1, the failure of such party Party to perform its obligations under this Article II III on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of STF, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by STF, if any of the following shall have occurred (each, a “STF Termination Event”): (i) any representation or warranty made herein by the Company Stockholders for the benefit of STF, or any certificate, schedule or document furnished by the Company or the Company Stockholders to STF pursuant to this Agreement shall be untrue or incorrect in any material respect and the cause for such incorrectness is either not possible to be cured or has not been cured within 20 Business Days from the Parties becoming aware of such incorrectness; or (ii) the Company, the Company Stockholders expressly acknowledge or any of their Affiliates shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed and agree that market and economic conditions are impossible such default is either not possible to predict, and although GRS intends be cured or has not been cured within 20 Business Days from the date the Company or the Company Stockholders shall have received notice of default from STF of its occurrence; or (iii) the Company or the Company Stockholders shall be subject to proceed with a Material Adverse Effect; or (iv) the Offering in an expeditious manner at this time, GRS Algatec Financing shall not be liable consummated by March 31, 2009. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Company Stockholders, if any of the following shall have occurred (each, an “Algatec Termination Event”): (i) any representation or warranty made herein by STF for the benefit of the Company Stockholders, or any certificate, schedule or document furnished by STF to the Company Stockholders pursuant to this Agreement shall be untrue or incorrect in any material respect and the cause for such incorrectness is either not possible to be cured or has not been cured within 20 Business Days from the Parties becoming aware of such incorrectness; or (ii) STF or any of their Affiliates shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed and such default is either not possible to be cured or has not been cured within 20 Business Days from the date STF shall have received notice of default from Algatec or the Company if Stockholders; or (iii) STF shall be subject to a Material Adverse Effect (iv) in the Closing has not occurred because event (and only in the Offering has not been consummated prior event) that STF shall be required by the rules of any stock exchange, or otherwise, to call a meeting of STF stockholders (the “STF Stockholders Meeting”) to approve and ratify this Agreement and the transactions contemplated hereby, or elect to call such STF Stockholders Meeting, the Board of Directors of STF shall have (A) failed to make the STF Recommendation, (B) withdrawn the STF Recommendation, or (C) modified the STF Recommendation in a manner adverse to the Termination DateCompany Stockholders; or (v) the Algatec Financing shall not be consummated by March 31, 2009.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 3.4(b) and (c), if the Closing has not occurred by the close of business on September 30February 15, 1998 (the "Termination Date"), the Closing has not occurred2009, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties Parties hereto, without liability of or to any party Party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party Party unless the reason for Closing having not occurred is (i) such party's Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.014.1, the failure of such party Party to perform its obligations under this Article II III on such date; provided, however, that any termination pursuant to this Section 2.04 3.4 shall not relieve any party Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.013.1, the failure of such party Party to perform its obligations under this Article II III on such date. . (b) Notwithstanding the foregoingapproval of the Board of Directors of Buyer, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Buyer, if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) The Company, the Company Stockholders or any of their Affiliates shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Company Stockholders, if: (i) any representation or warranty made herein for the benefit of the Company Stockholders, or any certificate, schedule or document furnished to the Company Stockholders pursuant to this Agreement is untrue in any material respect; or (ii) The Buyer, the Parent or any of their Affiliates shall have defaulted in any material respect in the performance of any material obligation under this Agreement on their part to be performed.

Termination in Absence of Closing. If (a) Subject to the provisions of SECTION 2.4(b), if by the close of business on September 30April 23, 1998 (the "Termination Date")2010, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01SECTION 2.1, the failure of such party to perform its obligations under this Article ARTICLE II on such date; provided, however, that the provisions of SECTION 9.2 through SECTION 9.6 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 SECTION 2.4 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article ARTICLE VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01SECTION 2.1, the failure of such party to perform its obligations under this Article ARTICLE II on such date. Notwithstanding . (b) Purchaser shall have the foregoing, right to terminate this Agreement without liability to any party by so notifying the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner Sellers at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated any time prior to Closing if, in Purchaser's sole discretion: (i) the Termination Dateresults of the Purchaser's due diligence investigation shall have revealed that any representation or warranty made herein for the benefit of Purchaser, or any certificate, schedule or document furnished to Purchaser pursuant to this Agreement, is untrue or incorrect in any respect or otherwise be unsatisfactory to Purchaser; (ii) The Company or either Seller shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 3.04(b), if by the close of business on September December 30, 1998 (the "Termination Date")2002, the Closing has not occurred, then any party hereto either NMDC or LiquidGolf may thereafter terminate this Agreement after two business days by giving written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholderstockholder, director, officer, employee or representatives representative of such party unless the reason for the Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II III on such date; provided, however, that the provisions of Sections 9.01 through 9.06 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 3.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II III on such date. Notwithstanding . (b) LiquidGolf shall also have the foregoingright to terminate this Agreement without liability to any party by so notifying NMDC at any time within fifteen (15) days after the date of this Agreement if, the Stockholders expressly acknowledge and agree in LiquidGolf's sole discretion, any Schedule (or any instrument referred to therein) or requested information that market and economic conditions are impossible was not furnished to predict, and although GRS intends to proceed with the Offering in an expeditious manner LiquidGolf at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated least ten (10) business days prior to the Termination Datedate of this Agreement contains or refers to any matter that, or may cause or lead to any result that, in LiquidGolf's sole discretion and judgment, is adverse to LiquidGolf in any way; provided, however, that the provisions of Sections 9.01 through 9.06 shall survive any such termination. In addition, notwithstanding the approval of LiquidGolf Stockholders or it's board of directors, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by LiquidGolf if: (i) any representation or warranty made herein for the benefit of LiquidGolf, or any certificate, schedule or document furnished to LiquidGolf pursuant to this Agreement is untrue in any material respect; or (ii) NMDC defaults in any material respect in the performance of any material obligation under this Agreement. (c) Notwithstanding the approval of NMDC shareholders or it's board of directors, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by NMDC if: (i) any representation or warranty made herein for the benefit of NMDC, or any certificate, schedule or document furnished to NMDC pursuant to this Agreement is untrue in any material respect; or (ii) LiquidGolf defaults in any material respect in the performance of any material obligation under this Agreement; or (iii) LiquidGolf fails to demonstrate, to the satisfaction of NMDC, that the requisite number of LiquidGolf stockholders are "accredited investors" (as such term is defined in the Securities Act) for purposes of qualifying the share exchange under this Merger for an exemption from the registration requirements of the Securities Act pursuant to Section 506 thereunder; or (iv) More than 35 LiquidGolf Stockholders timely and properly exercise their right to dissent to the Merger. (d) Notwithstanding the approval of LiquidGolf's Stockholders or its board of directors, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by LiquidGolf if: (i) any representation or warranty made herein for the benefit of NMDC, or any certificate, schedule or document furnished to LiquidGolf pursuant to this Agreement is untrue in any material respect; or (ii) NMDC has defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.04(b), if by the close of business on September 30December 31, 1998 (the "Termination Date")1998, the Closing has not occurred, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.02, 9.03, 9.04, 9.07 and 9.08 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) Buyer shall also have the foregoingright to terminate this Agreement without liability to any party by so notifying the Seller at any time within fifteen (15) days after the date of this Agreement if, the Stockholders expressly acknowledge and agree in Buyer's sole discretion, any Schedule (or any instrument referred to therein) that market and economic conditions are impossible was not furnished to predict, and although GRS intends to proceed with the Offering in an expeditious manner Buyer at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated least ten (10) business days prior to the Termination Datedate of this Agreement contains or refers to any matter that, or may cause or lead to any result that, in Buyer's sole discretion and judgment, is adverse to Buyer in any way; provided, however, that the provisions of Sections 9.02, 9.03, 9.04, 9.07 and 9.08 shall survive any such termination. (c) Notwithstanding the approval of the Board of Directors of Buyer, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the Buyer if: (i) any representations or warranties made herein for the benefit of Buyer, or any certificate, schedule or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) the Seller shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. (a) If by the close of business on September 30February 28, 1998 (the "Termination Date")2005, the Closing has not occurred, then any party hereto either Purchaser or Seller may thereafter terminate this Agreement agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party unless the reason for the Closing having not occurred is (i) such party's ’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's ’s obligations set forth in Article VII 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II 2 on such date; provided, however, that any termination pursuant to this Section 2.04 2.5 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's ’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's ’s obligations set forth in Article VII 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II 2 on such date. Notwithstanding . (b) This Agreement and the foregoing, the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by the Purchaser if: (i) any representation or warranty made herein for the benefit of Purchaser, or any certificate, schedule or document furnished to Purchaser pursuant to this Agreement is untrue in any material respect; or (ii) Seller or Parent shall have defaulted in any material respect in the performance of any material obligation under this Agreement. (c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Seller if: (i) any representation or warranty made herein for the benefit of Seller, or any certificate, schedule or document furnished to Seller pursuant to this Agreement is untrue in any material respect; or phx-srv01\1468313v05 6 (ii) Purchaser shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If a. Subject to the provisions of Section 5, if by the close of business on September 30March 31, 1998 (the "Termination Date")2018, the Closing has not occurred, then any party Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties Parties hereto, without liability of or to any party Party to this Agreement or any shareholder, director, officer, employee or representatives representative of such party Party unless the reason for Closing having not occurred is (i) such party's Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's Party’s obligations set forth in Article VII Section 5 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party Party to perform its obligations under this Article II Section 2 on such date; provided, however, that any termination pursuant to this Section 2.04 2.3 shall not relieve any party Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's Party’s obligations set forth in Article VII Section 5 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party Party to perform its obligations under this Article II Section 2 on such date. . b. Notwithstanding the foregoingapproval hereof by ALC and AHI, this Agreement and the Stockholders expressly acknowledge transactions contemplated herein may be terminated and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner abandoned at this time, GRS shall not be liable to the Stockholders any time on or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination DateClosing Date by ALC and AHI if: (i) any representation or warranty made herein for the benefit of any of ALC or AHI, or any certificate, schedule or document furnished to ALC or AHI pursuant to this Agreement is untrue in any material respect; or (ii) BSSD or the BSSD Members shall have defaulted in any material respect in the performance of any material obligation under this Agreement. c. Notwithstanding the approval by the BSSD Members, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by the BSSD Members if: (i) any representation or warranty made herein for the benefit of the BSSD Members, or any certificate, schedule or document furnished to the BSSD Members pursuant to this Agreement is untrue in any material respect; or (ii) any of ALC shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Termination in Absence of Closing. If by the close of business on September 30_______, 1998 (the "Termination Date"), the Closing has not occurred, or, if prior to the Effective Date of the Plan, the Plan is withdrawn, modified or amended to not pursue the Merger or if the Confirmation Order is vacated or reversed, then any party hereto may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representatives of such party unless the reason for Closing having not occurred is (i) such party's willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II III on such date; provided, however, that any termination pursuant to this Section 2.04 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's obligations set forth in Article VII VIII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.01, the failure of such party to perform its obligations under this Article II III on such date. Notwithstanding the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible to predict, and although GRS intends to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or the Company if the Closing has not occurred because the Offering has not been consummated prior to the Termination Date.

Termination in Absence of Closing. If (a) Subject to the provisions of Section 2.4(b), if by the close of business on September 301, 1998 (the "Termination Date")2016, the Closing has not occurred, then any party hereto either the Company or Buyer may thereafter terminate this Agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholdermember, directormanager, officer, employee employee, or representatives representative of such party unless the reason for Closing having not occurred is (i) such party's ’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party's ’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date; provided, however, that the provisions of Sections 9.2 through 9.5 shall survive any such termination; and provided further, however, that any termination pursuant to this Section 2.04 2.4 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party's ’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party's ’s obligations set forth in Article VII VI have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.012.1, the failure of such party to perform its obligations under this Article II on such date. Notwithstanding . (b) Buyer shall also have the foregoing, the Stockholders expressly acknowledge and agree that market and economic conditions are impossible right to predict, and although GRS intends terminate this Agreement without liability to proceed with the Offering in an expeditious manner at this time, GRS shall not be liable to the Stockholders or any party by so notifying the Company if at any time within 15 days after the Closing has date of this Agreement if, in Buyer’s sole discretion, any schedule (or any instrument referred to therein) that was not occurred because the Offering has not been consummated furnished to Buyer at least 10 business days prior to the Termination Datedate of this Agreement contains or refers to any matter that, or may cause or lead to any result that, in Buyer’s sole discretion and judgment, is adverse to Buyer in any way; provided, however, that the provisions of Sections 9.2 through 9.5 shall survive any such termination. (c) Notwithstanding the approval of the sole member of Buyer, this Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer if: (i) any representation or warranty made herein for the benefit of Buyer, or any certificate, schedule, or document furnished to Buyer pursuant to this Agreement is untrue in any material respect; or (ii) the Company or the Members shall have defaulted in any material respect in the performance of any material obligation under this Agreement.