Common use of Termination or Abandonment Clause in Contracts

Termination or Abandonment. Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Offer or the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: (a) by the mutual written consent of the Company and Parent; (b) by either the Company or Parent, prior to the purchase of Shares pursuant to the Offer, if (i) the Effective Time shall not have occurred on or before June 30, 2007, (the “End Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date; (c) by either the Company or Parent if any court of competent jurisdiction shall have issued or entered an injunction or similar legal restraint or order permanently enjoining or otherwise prohibiting the consummation of the Offer or the Merger, and such injunction, legal restraint or order shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used such efforts as may be required by Section 5.6 to prevent, oppose and remove such injunction;

Termination or Abandonment. Anything contained in this Agreement to the contrary notwithstanding, this This Agreement may be terminated terminated, and the Offer or the Merger Mergers and other transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, whether before or after notwithstanding any approval of this Agreement and the Mergers by the respective stockholders of the Company of the matters presented in connection with the MergerMOXY and FSC: (a) by the mutual written consent of the Company MOXY and ParentFSC; (b) by either the Company MOXY or Parent, prior to the purchase of Shares pursuant to the Offer, FSC if (i) the Effective Time shall not have occurred on or before June 30December 31, 20071998; provided, (the “End Date”) and (ii) that the party seeking to terminate this Agreement pursuant to this Section 7.1(b8.01(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused contributed to the failure to consummate the Merger Mergers on or before such date; (c) by either the Company MOXY or Parent FSC if any a United States federal or state court of competent jurisdiction or a United States federal or state governmental, regulatory or administrative agency or commission shall have issued an order, decree or entered an injunction ruling or similar legal restraint or order taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of transactions contemplated by this Agreement on substantially the Offer or the Merger, terms contemplated by this Agreement and such injunctionorder, legal restraint decree, ruling or order other action shall have become final and non-appealable; provided, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c8.01(c) shall have used such its reasonable best efforts as may be required by Section 5.6 to prevent, oppose and remove such injunctionrestraint, injunction or prohibition;

Termination or Abandonment. Anything Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, this Agreement may be terminated and the Offer or the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of Getty Stockholder Approvals and the Company of the matters presented in connection with the MergerPTI Unitholder Approvals: (a) by the mutual written consent of the Company Getty and ParentPTI; (b) by either the Company Getty or Parent, prior to the purchase of Shares pursuant to the Offer, PTI if (i) the Effective Time shall not have occurred on or before June 30six (6) months from the date of this Agreement; provided, 2007however, (that the “End Date”) and (ii) the party seeking right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose breach of this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; or (c) by Getty or PTI if any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Mergers and such order, decree, ruling or other action shall have become final and nonappealable. In the event of termination of this Agreement pursuant to this Section 7.1(b) shall not have breached in any material respect its obligations under 7.1, this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such date; (c) by either the Company or Parent if any court of competent jurisdiction shall have issued or entered an injunction or similar legal restraint or order permanently enjoining or otherwise prohibiting the consummation of the Offer or the Mergerterminate, and such injunction, legal restraint there shall be no other liability on the part of Getty or order shall have become final and non-appealable, provided that PTI to the party seeking to terminate other except liability arising out of a breach of this Agreement pursuant to this Section 7.1(c) shall have used such efforts as may be required by Section 5.6 to prevent, oppose and remove such injunction;Agreement.

Termination or Abandonment. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement may be terminated and the Offer or the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger:Shareholder Approval has been obtained (except as otherwise provided below): (a) by the mutual written consent of the Company and Parent; (b) by either the Company or Parent, prior to if the purchase of Shares pursuant to the Offer, if (i) the Effective Time Merger shall not have occurred been consummated on or before June 30prior to December 8, 2007, 2015 (the “End Date”) and (ii) ); provided, that the party seeking right to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached be available to a party if (i) the failure of the Closing to occur by such date shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in any material respect its obligations under this Agreement in any manner that shall have proximately caused or (ii) the failure to consummate the Merger on or before such date; other party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.5; (c) by either the Company or Parent Parent, if any court of competent jurisdiction an injunction shall have issued or been entered an injunction or similar legal restraint or order permanently restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger, Merger and such injunction, legal restraint or order injunction shall have become final and non-appealablenonappealable; provided, provided however, that the party seeking right to terminate this Agreement pursuant to under this Section 7.1(c) shall have used not be available to a party if such efforts as may be required by Section 5.6 injunction was due to prevent, oppose and remove the failure of such injunctionparty to perform any of its obligations under this Agreement;

Termination or Abandonment. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement may be terminated and the Offer or the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the MergerMerger by the stockholders of the Company or Parent: (a) by the mutual written consent of the Company and Parent; ; (b) by either the Company or Parent, prior to the purchase of Shares pursuant to the Offer, Parent if (i) the Effective Time shall not have occurred on or before June 30January 31, 2007, 2010 (the “End Date”) and (ii) ), provided that the party seeking right to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached be available to a party that fails to perform or comply in any all material respect its obligations under respects with the covenants and agreements of such party set forth in this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before such dateAgreement; (c) by either the Company or Parent if any court a Governmental Entity of competent jurisdiction shall have issued an order, judgment, decree or entered an injunction or similar legal restraint or order ruling permanently enjoining or otherwise prohibiting the consummation of the Offer or the Merger, Merger and such injunctionorder, legal restraint judgment, decree or order ruling shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to remove or prevent entry of such efforts as may be required by Section 5.6 to preventorder, oppose and remove such injunctionjudgment, decree or ruling;

Termination or Abandonment. Anything contained Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, this Agreement may be terminated and the Offer or this Agreement and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by after, subject to the stockholders terms hereof, the occurrence of the Company of the matters presented in connection with the MergerStockholder Approval: (a) by the mutual written consent of the Company and Parent; ; (b) by either the Company or Parent, prior to if the purchase of Shares pursuant to the Offer, if (i) the Effective Time Merger shall not have occurred been consummated on or before June 30prior to 5:00 p.m. New York City time, 2007, on the date that is 90 days after the date of this Agreement (the “End Date”); provided that, if as of the End Date any of the conditions set forth in Section 6.1(b) or Section 6.1(d) (solely to the extent such condition has not been satisfied due to an order or injunction arising under any Antitrust Law) shall not have been satisfied or waived, the End Date may be extended on one occasion by either Parent or the Company for a period of 30 days by written notice to the other party, and (ii) such date, as so extended, shall be the party seeking End Date; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached be available to a party if the failure of the Merger to be consummated by such date shall be proximately caused by the material breach or inaccuracy of, or failure to comply with, any representation, warranty, covenant or other agreement of such party set forth in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before by such dateparty; (c) by either the Company or Parent if any court of competent jurisdiction shall have issued or entered an injunction or similar legal restraint or order permanently enjoining or otherwise prohibiting the consummation of the Offer or the Merger, and such injunction, legal restraint or order shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used such efforts as may be required by Section 5.6 to prevent, oppose and remove such injunction;

Termination or Abandonment. Anything Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, this Agreement may be terminated and the Offer or the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the MergerMerger by the Board of Directors or stockholders of Cidco: (a) by the mutual written consent of the Company Cidco and ParentEarthLink; (b) by either the Company Cidco or Parent, prior to the purchase of Shares pursuant to the Offer, if EarthLink if: (i) the Effective Time shall not have occurred on or before June 30February 28, 20072002 (or in the event of a Long Form Merger, (May 31, 2002); provided, that the “End Date”) and (ii) the party seeking right to terminate this Agreement pursuant hereunder is not available to this Section 7.1(b) shall not have breached in any material respect party whose failure to fulfill any obligation or breach of any of its obligations representations and warranties under this Agreement in any manner that shall have proximately caused has been the cause of, or resulted in, the failure to consummate of the Effective Time of the Merger to occur on or before such date; (cii) by either the Company or Parent if Minimum Condition is not satisfied (subject to any court of competent jurisdiction Offer Period Extensions); (iii) a Law shall have issued been enacted, entered or promulgated prohibiting the consummation of the Merger substantially on the terms contemplated hereby or (ii) an Injunction shall have been entered an injunction or similar legal restraint or order permanently restraining, enjoining or otherwise prohibiting the consummation of the Offer or Merger substantially on the Merger, terms contemplated hereby and such injunction, legal restraint or order Injunction shall have become final and non-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used such efforts as may be required by Section 5.6 to prevent, oppose and remove such injunction;