Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties or the Transferor Parties if the Closing shall not have occurred by September 30March 17, 2013; provided 2014, provided, however, that none of the Acquiring Parties shall have breached in any material respect their respective obligations right to terminate this Agreement under this Section 10.1(a) shall not be available to any Party whose breach of any of its covenants, agreements, representations or warranties set forth in this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure of the Closing to consummate the Closingoccur on or prior to such date; (b) By and at the option of any of the Transferor Acquiring Parties if the Closing there shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material a Material Adverse Effect with respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingTransferor; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) Parent or the Transferor Parties (on the other hand)Parties, if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating partiesparty), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesparty, and such breach renders the conditions to the terminating parties’ party’s obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated terminated, and abandoned at any time at or before the Closing only as followstransactions contemplated hereby may be abandoned, prior to the Closing: (a) By and at the option of any mutual written consent of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingParties; (b) By Seller or Buyer, upon written notice to the other Party, in the event that any final and at non-appealable Law (including, without limitation, any court judgment or order) becomes effective that restrains, enjoins or otherwise prohibits or makes illegal the option of any consummation of the Transferor Parties if the Closing shall not have occurred transactions contemplated by September 30, 2013this Agreement, provided that none of the Transferor Parties shall have breached use commercially reasonable efforts to appeal any such Law which is appealable and pursue such appeal; provided, however, that neither Party may terminate this Agreement pursuant to this Section 10.01(b) if such final and non-appealable Law resulted from such Party’s failure to fulfill in any material respect their respective obligations any obligation, agreement or covenant under this Agreement in any manner that shall have been required to be fulfilled by such Party on or prior to the proximate cause of, or resulted in, the failure to consummate the ClosingClosing Date; (c) At any timeBy Xxxxx, without liability upon written notice to Seller, if there has been a breach by the Seller Parties, such that of any party of Buyer’s conditions to the others, upon the mutual written consent closing set forth in Section 8.01 are incapable of the Acquiring Parties being satisfied (and the Transferor Parties; orXxxxx is not then in breach of this Agreement); (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)Seller, upon written notice to Buyer, if there has been a breach by Xxxxx, such that any of the Transferor Seller Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the ’ conditions to the terminating parties’ obligation to close, Closing set forth in Article 6 or Article 7, as the case may be, Section 8.02 are incapable of being satisfiedsatisfied (and the Seller Parties are not then in breach of this Agreement); (e) By Seller or Buyer, upon written notice to the other Party, if the Real Estate Purchase Agreement has been terminated or is not consummated pursuant to the terms thereof or if the other Party or its Affiliate breaches any terms or conditions of the Real Estate Purchase Agreement prior to consummation of the transactions contemplated thereby; and (f) By Seller or Buyer if the Closing has not occurred by August 31, 2023.

Termination Prior to Closing. Notwithstanding any contrary provisions of anything herein to the contrary, this Agreement, Agreement and the respective obligations of the Parties to consummate the Closing transactions contemplated by this Agreement may be terminated and abandoned at any time at or before the Closing only as follows: follows and in no other manner: (ai) By by mutual consent in writing of Xxxxxxx and Advocate; (ii) by Xxxxxxx or Advocate at the option of any of the Acquiring Parties time after December 31, 2013 if the Closing shall not have occurred by September 30such date; provided, 2013; provided that none of the Acquiring Parties right to terminate this Agreement under this Section 3.5 shall have breached in not be available to any material respect their respective obligations Party whose failure to fulfill any obligation under this Agreement in any manner that shall have has been the proximate cause of, or resulted in, the failure of the Closing to occur by such date; (iii) by Advocate by written notice to Xxxxxxx if any event occurs or condition exists which causes Xxxxxxx to be unable to satisfy one or more conditions to the obligations of Advocate to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred transactions contemplated by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, as set forth in Article 6 VIII; and (iv) by Xxxxxxx by written notice to Advocate if any event occurs or condition exists which causes Advocate to be unable to satisfy one or more conditions to the obligation of Xxxxxxx to consummate the transactions contemplated by this Agreement as set forth in Article 7IX. In the event that this Agreement shall be terminated pursuant to Section 3.5 all further obligations of the Parties under this Agreement shall terminate without further liability of any Party to another; provided that the obligations of the parties contained in this Section 3.5 and in Articles VI and VII shall survive any such termination. A termination under this Section 3.5 shall not relieve any Party of any liability for a breach of, as the case may beor for any misrepresentation under this Agreement, incapable or be deemed to constitute a waiver of being satisfiedany available remedy (including specific performance if available) for any such breach or misrepresentation.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the Transactions may be abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and at upon the option of any mutual written agreement of the Acquiring Parties if Purchaser and the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingCompany; (b) By by either the Purchaser or the Company, if a court of competent jurisdiction or other Governmental Entity shall have issued an Order or ruling or taken any other action, and at such Order or ruling or other action will have become final and non-appealable, or there will exist any statute, rule or regulation, in each case, permanently restraining, enjoining or otherwise prohibiting the option of any consummation of the Transferor Parties if Purchase, provided, however, that the Closing shall right to terminate this Agreement in accordance with this Section 2.03(b) will not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in be available to any material respect their respective party whose failure to comply with its obligations under this Agreement in any manner that shall have has been the proximate primary cause of, of such restraint or resulted in, the failure to consummate the Closingremove such restraint; (c) At any timeupon the failure of the Closing to occur on or prior to the date this is one hundred twenty (120) days after the date of this Agreement (unless otherwise mutually agreed by the Company and Purchaser in writing) (the “Termination Date”); provided, without liability of however, that the right to terminate this Agreement under this Section 2.03(c) shall not be available to any party whose failure to comply with its obligations under this Agreement has been the others, upon the mutual written consent primary cause of the Acquiring Parties and failure of the Transferor Parties; orClosing to occur on or before such time; (d) By either by Purchaser, if, prior to the Acquiring Parties (on Closing, there has been a breach by the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one handCompany Group of, or any inaccuracy in, any representation, warranty, covenant or other agreement of the Acquiring PartiesCompany Group set forth in this Agreement or the Framework Agreement such that a condition set forth in Section 2.02(d)(iii) or Section 2.02(d)(iv) would not be then satisfied, on measured as of the other handtime the Purchaser asserts a right of termination under this Section 2.03(d), and such breach or inaccuracy has materially breached not been cured within thirty (30) days following notice by the Purchaser thereof or such breach or inaccuracy is not reasonably capable of being cured; provided that the Purchaser will not be entitled to terminate this Agreement pursuant to this Section 2.03(d) at any representationstime as of which the Purchaser is in breach of any representation, warranty, covenant or agreement contained herein such that a condition set forth in Section 2.02(e)(ii) or Section 2.02(e)(iii) would not be then satisfied, measured as of such time; or (provided e) by the Company if, prior to the Closing, there has been a breach by the Purchaser of, or any inaccuracy in, any representation, warranty, covenant or other agreement of the Purchaser set forth in this Agreement or the Framework Agreement such that a condition set forth in Section 2.02(e)(ii) or Section 2.02(e)(iii) would not be then satisfied, measured as of the time the Company asserts a right of termination under this Section 2.03(e), and such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach inaccuracy has not been cured within 30 calendar thirty (30) days following notice by the Purchaser thereof or such breach or inaccuracy is not reasonably capable of being cured; provided that the Company will not be entitled to terminate this Agreement pursuant to this Section 2.03(e) at any time as of which the Company is in breach of any representation, warranty, covenant or agreement such that a condition set forth in Section 2.02(d)(iii) or Section 2.02(d)(iv) would not be then satisfied, measured as of such time. Any termination of this Agreement in accordance with this Section 2.03 will be effective immediately upon the delivery of a written notice of such breach by the terminating partiesparty to Purchaser, and such breach renders if the conditions Company is the terminating party, or to the Company, if the Purchaser is the terminating parties’ obligation to closeparty. If this Agreement is terminated in accordance with this Section 2.03, this Agreement will become null and void and be of no further force or effect and there will be no liability on the part of any party hereto (or any of their respective Representatives); provided, however, that (x) this paragraph of this Section 2.03 shall survive any such termination and (y) nothing herein will relieve any party from liability for fraud in the making of any of its representations and warranties set forth in Article 6 this Agreement or Article 7, as the case may be, incapable willful breach of being satisfiedany of its covenants or agreements set forth in this Agreement prior to such termination.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and at the option of any by mutual written consent of the Acquiring Parties if at any time; (b) by either Party upon written notice to the other Party in the event that (i) any Governmental Authority the Governmental Approval of which is a condition under Section 5.1(d) or 5.2(d) shall have issued an Order or taken any other official action denying such Governmental Approval or (ii) any Governmental Authority shall have issued an Order that causes the conditions set forth in Section 5.1(c) (in the case of Citigroup) or 5.2(c) (in the case of Morgan Stanley) not to be satisfied, and in either case such Order or other action shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party that is at such time in material breach of its obligations pursuant to Section 4.3; (c) by any Party upon written notice to the other Party at any time after 5:00 p.m., New York City time, on March 31, 2010, in the event that the Closing shall not have occurred on or prior to such date and time; provided, however, that such date shall be extended by September 30an additional 60 days if (i) the conditions set forth in Section 5.1(d) or 5.2(d) shall not have been satisfied prior to such date and time, 2013and (ii) all other conditions to Closing in this Agreement have been satisfied or waived; provided and provided, further, that none the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party that is at such time in material breach of any of its obligations under any of the Acquiring Parties provisions of this Agreement or any other Transaction Document; (d) by Citigroup, upon written notice to Morgan Stanley, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Morgan Stanley pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 60 days following the delivery of written notice to Morgan Stanley of such misrepresentation or breach by Citigroup, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any condition specified in Section 5.1(a) or 5.1(b); (e) by Morgan Stanley, upon written notice to Citigroup, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Citigroup pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 60 days following the delivery of written notice to Citigroup of such misrepresentation or breach by Morgan Stanley, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any condition specified in Section 5.2(a) or 5.2(b); (f) by Citigroup, if (A) within six months of the date hereof either a Change of Control of Morgan Stanley shall have breached in any material respect their respective obligations under this Agreement in any manner that occurred or a definitive agreement, letter of intent or other similar agreement or understanding shall have been executed by Morgan Stanley that would, if the proximate cause oftransactions contemplated thereby were consummated, result in a Change of Control of Morgan Stanley, and (B) within 45 days following such Change of Control or resulted in, the failure to consummate the Closing; (b) By and at the option of any announcement of the Transferor Parties if the Closing shall not have occurred by September 30execution of such definitive agreement or understanding, 2013as applicable, provided that none Citigroup delivers written notice of the Transferor Parties shall have breached in any material respect their respective obligations termination under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure Section 8.1(f) to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor PartiesMorgan Stanley; or (dg) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Morgan Stanley, if any (A) within six months of the Transferor Partiesdate hereof either a Change of Control of Citigroup shall have occurred or a definitive agreement, on letter of intent or other similar agreement or understanding shall have been executed by Citigroup that would, if the one handtransactions contemplated thereby were consummated, result in a Change of Control of Citigroup, and (B) within 45 days following such Change of Control or any announcement of the Acquiring Partiesexecution of such definitive agreement or understanding, on the other handas applicable, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following Morgan Stanley delivers written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.termination under this Section 8.1(g)

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties if the Closing shall not have occurred by September 30March 31, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option of any either of the Transferor Parties if the Closing shall not have occurred by September 30March 31, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) By and at the option of any of the Acquiring Parties if there shall have occurred a Material Adverse Effect with respect to Transferor; (d) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (de) By either the Acquiring Parties (on the one hand) SFX or the Transferor Parties (on the other hand)Transferor, if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating partiesparty), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesparty, and such breach renders the conditions to the terminating parties’ party’s obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, This Agreement and the respective obligations of the Parties to consummate the Closing transactions contemplated hereby may be terminated and abandoned (i) at any time at or before prior to the Closing only as follows: by mutual agreement of all parties; (aii) By and at the option of by any of the Acquiring Parties party hereto if the Closing of this Agreement shall not have occurred on or before July 31, 2012, unless such date is mutually extended by September 30the written Agreement of all parties, 2013; and provided that none the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained in this Agreement; (iii) by Premier or Merger Sub in the event of any material breach of the Acquiring Parties shall have breached representations, warranties or covenants of GHH; (iv) by GHH in the event of any material respect their respective obligations breach of the representations, warranties or covenants of Premier or Merger Sub; (v) by Premier or Merger Sub in the event that demands for appraisal under this Agreement in any manner that shall Nevada Law have been made for more than two (2%) percent of the proximate cause ofshares of GHH Common Stock outstanding on the date of the GHH Stockholders’ meeting, or resulted in, the failure to consummate the Closing; (bvi) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, either Premier or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor PartiesMerger Sub, on the one hand, or any GHH on the other, in the event of the Acquiring Partiesother party’s failure to provide the deliveries set forth in Article 7 hereof, on and provided that the other hand, has materially breached terminating party is not in material breach of any representationsrepresentation, warranty, covenant or other agreement contained herein (provided that such breach is in this Agreement. In addition, notwithstanding anything to the contrary, if, at any time prior to Closing, Premier or Merger Sub shall not be satisfied with the result results of any breach of any covenantthe due diligence or other inspections contemplated by this Agreement, representation or warranty in the sole and absolute discretion, Premier and Merger Sub shall have the right to terminate this Agreement by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedGHH.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time at or before prior to the Closing only as followsClosing: (a) By by mutual consent of Seller Parties and at the option of any of the Acquiring Buyer; (b) by either Seller Parties or Buyer if the Closing shall not have occurred by September 30[***] (the “Outside Date”); provided, 2013; provided that none of the Acquiring Parties right to terminate this Agreement pursuant to this Section 12.1(b) (Termination Prior to Closing) shall have breached in not be available (i) to any material respect their respective obligations Party whose action or failure to fulfill any obligation under this Agreement in any manner that shall have has been the proximate a principal cause of, or resulted in, the failure of the Parties to consummate the Closing; Closing by such date or (bii) By and at to any Party during the option pendency of any a legal Proceeding by the other Party for specific performance of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingAgreement; (c) At by either Seller Parties or Buyer if a Governmental Body shall have issued an Order or taken any timeother action permanently restraining, without liability of any party to enjoining or otherwise prohibiting the others, upon the mutual written consent consummation of the Acquiring Parties transactions contemplated by this Agreement, and such Order or other action shall have become final and non-appealable; provided, that no Party may rely upon this Section 12.1(c) (Termination Prior to Closing) to terminate this Agreement if such Party shall have failed to use its commercially reasonable efforts to prevent the Transferor Partiesentry of such Order or the taking of such action; or (d) By by either the Acquiring Seller Parties (on the one hand) or the Transferor Parties (on Buyer if the other hand), if Party shall have breached or failed to perform in any material respect any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any its representations, warrantywarranties, covenant covenants or agreement other obligations contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesin this Agreement, and such breach renders the conditions or failure to perform (i) would give rise to the terminating parties’ obligation to close, failure of a condition set forth in Article 6 Section 10.1 (Buyer’s Obligation to Close) or Article 7Section 10.2 (Seller Parties’ Obligation to Close), as applicable, and (ii) (A) is not cured within [***] after written notice thereof from the case may be, non- breaching Party or (B) is incapable of being satisfiedcured by the Outside Date by the breaching Party; provided, that the right to terminate this Agreement under this Section 12.1(d) (Termination Prior to Closing) shall not be available to any Party if such Party is then in material breach of any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to a failure of a condition set forth in Section 10.1 (Buyer’s Obligation to Close) or Section 10.2 (Seller Parties’ Obligation to Close), as applicable. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only (except as follows:limited as to time in the case of paragraph (b) below): (a) By by the mutual written consent of Seller and at Purchaser; (b) by Seller or Purchaser, upon prior written notice to the option of any of the Acquiring Parties other party, if the Closing shall not have occurred by September 30prior to the date that is 240 days after the date of this Agreement (the “Termination Date”); provided, 2013; provided however, that none if on the Termination Date at least one of the Acquiring Parties conditions set forth in Section 9.01(c) or Section 9.01(e) (as a result of an Governmental Order under the antitrust Laws) shall not have breached been satisfied, then, at the written election of Seller, the Termination Date may be extended up to six (6) times in the aggregate, each time by a period of one (1) month (and in the case of such extension, any reference to the Termination Date in any other provision of this Agreement shall be a reference to the Termination Date, as extended) and during any such extension period, without limiting its obligations under Section 6.11, Purchaser shall use its reasonable best efforts to extend or replace the Debt Financing; provided, further that the right to terminate this Agreement under this Section 10.01(b) shall not be available to any party whose failure to fulfill in any material respect their respective obligations under any covenants or agreements of such party set forth in this Agreement in any manner that shall have been was the proximate principal cause of, or directly resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if Closing to occur on or before the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingTermination Date; (c) At by Seller or Purchaser, upon prior written notice to the other party, if any timeapplicable Governmental Authority shall have issued an order, without liability decree or ruling or taken any other action which permanently restrains, enjoins or otherwise precludes the consummation of the Closing and such order, decree, ruling or other action shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 10.01(c) shall have used its reasonable best efforts to contest, appeal and remove such order, decree, ruling or action and shall not be in violation of Section 6.04; (d) by Purchaser, if Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform has not been waived in writing by Purchaser and (i) would result in a failure of a condition set forth in Section 9.02 and (ii) (A) cannot be cured by the Termination Date or (B) if capable of being cured, shall not have been cured within thirty (30) Business Days following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and Purchaser’s intention to terminate this Agreement if such breach or failure is not cured) from Purchaser of such breach or failure; provided that Purchaser shall not have a right to terminate this Agreement pursuant to this Section 10.01(d) if it is then in breach of any party representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 9.01; (e) by Seller, if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform has not been waived in writing by Seller and (i) would result in a failure of a condition set forth in Section 9.01 and (ii) (A) cannot be cured by the othersTermination Date or (B) if capable of being cured, upon shall not have been cured within thirty (30) Business Days following receipt of written notice (which notice shall specify in reasonable detail the mutual written consent nature of such breach or failure and Seller’s intention to terminate this Agreement if such breach or failure is not cured) from Seller of such breach; provided that Seller shall not have a right to terminate this Agreement pursuant to this Section 10.01(e) if it is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 9.02; (f) by Seller, if (i) all of the Acquiring Parties conditions set forth in Section 9.02 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and (ii) Purchaser fails to complete the Transferor PartiesClosing within two (2) Business Days following the date the Closing should have occurred pursuant to Section 3.03 and Seller confirmed in writing that (A) all of the conditions set forth in Section 9.01 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at Closing) or will be waived by Seller and (B) it is prepared to consummate the Closing; or (dg) By either by Seller, upon (i) the Acquiring Parties (on the one hand) withdrawal, termination or the Transferor Parties (on the other hand), if any repudiation of the Transferor Parties, on Debt Financing Commitment or (ii) the one hand, or any amendment of the Acquiring PartiesDebt Financing Commitment by a Restricted Financing Commitment Amendment, on the other handand such withdrawal, has materially breached any representations, warranty, covenant termination or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation repudiation or warranty by the terminating parties), which breach amendment has not been cured by Purchaser within 30 calendar days following written notice the earlier of (x) five (5) Business Days after the date on which such breach by the terminating partieswithdrawal, termination, repudiation or amendment occurs and such breach renders the conditions (y) four (4) Business Days prior to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedTermination Date.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing (a) This Agreement may be terminated and abandoned in writing at any time at or before prior to the Closing only as followsClosing: (ai) By and at by the option of any mutual written consent of the Acquiring Parties Buyer and the Sellers; (ii) by the Buyer or the Sellers if the Closing shall not have occurred by September 30on or before May 8, 20132017 (the “Outside Date”); provided provided, that none of the Acquiring Parties right to terminate this Agreement under this clause (ii) shall have breached in not be available to any material respect their respective obligations Party whose failure to fulfil any obligation under this Agreement in any manner that shall have been the proximate direct cause of, or shall have resulted in, the failure of the Closing to consummate occur on or prior to the ClosingOutside Date; (iii) by the Buyer, if the Buyer is not then in material breach of any provision of this Agreement, if (A) a breach of any provision of this Agreement has been committed by the Sellers such that the condition set forth in Section 6.2(u) would not be satisfied or (B) there exists a breach of any representation or warranty of the Sellers contained in this Agreement such that the condition set forth in Section 6.2(v) would not be satisfied and, in the case of either clause (A) or (B), such breach is either continuing and has not been cured, or is incapable of being cured, by the Sellers by the later of (1) at least five (5) Business Days prior to the Outside Date or (2) within 30 days of receipt by the Sellers of notice of such breach; (iv) by the Sellers, if the Sellers are not then in material breach of any provision of this Agreement, if (A) a breach of any provision of this Agreement has been committed by Buyer such that the condition set forth in Section 6.1(q) would not be satisfied or (B) there exists a breach of any representation or warranty of the Buyer contained in this Agreement such that the condition set forth in Section 6.1(r) would not be satisfied and, in the case of either clause (A) or (B), such breach is either continuing and has not been cured, or is incapable of being cured, by the Buyer by the later of (1) at least five (5) Business Days prior to the Outside Date or (2) within 30 days of receipt by the Buyer of notice of such breach; or (v) by the Sellers if the SEC or any state securities commission issues or threatens to issue any stop order applicable to the Buyer or any of Buyer’s securities or suspends the trading of any of Buyer’s securities. (b) By In the event of termination of this Agreement by either the Buyer or the Sellers as provided in Section 2.5, this Agreement shall forthwith become void and at have no effect, without any liability or obligation on the option part of the Buyer or the Sellers (or any stockholder, director, officer, employee, agent, consultant or other representative of such Party), other than under the provisions of this Section 2.5, Article 9 (Miscellaneous) and Article 10 (Definitions) (to the extent such definitions are used in the foregoing noted Articles and Sections) each of which shall survive the termination hereof; provided, however, the termination of this Agreement shall not relieve any Party from any liability to another for any material breach of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representationsrepresentation, warranty, covenant or agreement obligation contained herein (provided that in this Agreement prior to such breach is not the result of any breach of any covenanttermination, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesfor actual fraud, and such breach renders in each case, the conditions non-breaching Party shall be entitled to the terminating parties’ obligation to close, set forth all rights and remedies available at law or in Article 6 or Article 7, as the case may be, incapable of being satisfiedequity.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and at the option of any by mutual written agreement of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingCompany Shareholders and Buyer; (b) By and at by either the option Company Shareholders or Buyer if there shall be any Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;Governmental Authority having competent jurisdiction; or (c) At any time, without liability of any party to by the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)Buyer, if any of the Transferor Parties, on the one hand, Sellers breaches or fails to perform in any respect any of the Acquiring Parties, on the other hand, has materially breached any their representations, warranty, covenant warranties or agreement covenants contained herein (provided that in this Agreement and such breach is or failure to perform (A) would give rise to the failure of a condition set forth in Article 10 hereof, (B) cannot the result of any breach of any covenant, representation be or warranty by the terminating parties), which breach has not been cured within 30 calendar fifteen (15) days following written notice of such breach or failure to perform and (C) has not been waived by the terminating partiesBuyer; or (d) by the Seller’s Representative, if the Buyer breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach renders the conditions or failure to perform (A) would give rise to the terminating parties’ obligation to close, failure of a condition set forth in Article 6 9 hereof, (B) cannot be or Article 7, as has not been cured within fifteen (15) days following written notice of such breach or failure to perform and (C) has not been waived by the case may be, incapable Buyer. The party desiring to terminate this Agreement pursuant to Section 11.1 shall give notice of being satisfiedsuch termination to the other parties.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing (a) This Agreement may be terminated and abandoned at any time at or before following the Effective Date and prior to the Closing only as followsDate: (ai) By and at the option of any of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or; (dii) By either the Acquiring Parties (on the one hand) Series if there has been a material violation, breach or the Transferor Parties (on the other hand), if inaccuracy of any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representationsrepresentation, warranty, covenant or agreement of the Seller contained herein in this Agreement and such violation, breach or inaccuracy has not been waived by the Series or cured by the Seller, as applicable, within five (5) Business Days after receipt by the Seller of written notice thereof from the Series; (iii) By the Seller if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Series contained in this Agreement, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Series, applicable, within five (5) Business Days after receipt by the Series of written notice thereof from the Seller; (iv) By any Party, if a court of competent jurisdiction or other Governmental Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions and such order or action shall have become final and nonappealable; or (v) By either Party in the event that the Closing has not occurred within one hundred and eighty (180) days of the Effective Date, which may be extended by sixty (60) days by the Buyer advancing a refundable deposit of $11,025, provided however, that a Party shall not have the right to terminate this Agreement pursuant to the provisions of this Section 5.01(a)(v) in the event that the reason for the failure of the Closing to occur was the breach of or default under this Agreement by such breach is not Party. (b) Upon any termination of this Agreement pursuant to this Section 5.01, this Agreement shall thereafter be of no further force or effect without liability of any Party (or any director, officer, employee, Affiliate, agent or other representative of such Party or Parties) to any other Party or Parties hereto, as applicable, except (a) for the result terms of this Section 5.01, Article VI and Article VII, each of which shall survive the termination of this Agreement, and (b) nothing in this Agreement shall relieve any Party from liability for any breach of this Agreement prior to any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedtermination.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and by mutual written consent of the Parties at any time; (b) by either Party upon written notice to the option other Party in the event that any Governmental Authority (i) the Governmental Approval of which is listed on Schedule 6.1(d) or Schedule 6.2(d) shall have issued an Order or taken any other official action denying such Governmental Approval, or (ii) has taken any of the Acquiring Parties if actions specified in Sections 6.1(c) or 6.2(c), and in any such case such Order or other action shall have become final and non-appealable; (c) by any Party upon written notice to the other Party at any time after 5:00 p.m., New York City time, on November 30, 2003, in the event that the Closing shall not have occurred on or prior to such date and time; provided, however, that such date shall be extended by September 30an additional 60 days if (i) the conditions set forth in Sections 6.1(d) or 6.2(d) shall not have been satisfied prior to such date and time, 2013(ii) all other conditions to Closing in this Agreement have been satisfied or waived, and (iii) the applicable Party is continuing to diligently pursue such Governmental Approvals; provided and provided, further, that none of the Acquiring Parties shall have breached in any material respect their respective obligations right to terminate this Agreement under this Agreement Section 10.1(c) shall not be available to any Party that is at such time in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option material breach of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none provisions of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in or any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closingother Transaction Document; (cd) At any timeby Wachovia, without liability upon written notice to Prudential, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Prudential pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 120 days following the delivery of written notice to Prudential of such misrepresentation or breach by Wachovia, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Partiescondition specified in Section 6.1(a) or 6.1(b); or (de) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Prudential, upon written notice to Wachovia, if any (A) there has been a material misrepresentation or breach of the Transferor Parties, on the one hand, warranty or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein made or to be performed by or on the part of Wachovia pursuant to this Agreement, (provided that B) such breach is not the result of any breach of any covenant, representation misrepresentation or warranty by the terminating parties), which breach has not been or cannot be cured within 30 calendar a period of 120 days following the delivery of written notice to Wachovia of such misrepresentation or breach by the terminating partiesPrudential, and (C) the effect of such misrepresentation or breach renders is to prevent the conditions to the terminating parties’ obligation to close, set forth satisfaction of any condition specified in Article 6 Section 6.2(a) or Article 7, as the case may be, incapable of being satisfied6.2(b).

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing transactions contemplated by this Agreement may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of Xxxxx and Xxxxxx; (b) by either Party, by written notice to the Acquiring Parties other Party if the Closing has not occurred on or before 11:59 p.m., in New York, New York, on March 31, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party whose material breach of any provision set forth in this Agreement is the primary cause of the failure of the Closing to occur on or before such date; (c) by Buyer, if Buyer is not in material breach of its obligations under this Agreement and there has been a violation or breach by Seller of any of its representations, warranties, covenants, or other agreements contained in this Agreement, which has prevented or would prevent the Transferor Partiessatisfaction of any condition to the Closing, and (i) such violation or breach has not been waived by Buyer, (ii) Buyer has provided written notice to Seller of such violation or breach, and (iii) such violation or breach cannot be or has not been cured by Seller within twenty (20) Business Days after receiving written notice thereof from Buyer (provided, that in no event shall such twenty (20) Business Day extend beyond the Outside Date); or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Seller, if Seller is not in material breach of its obligations under this Agreement and there has been a violation or breach by Buyer of any of the Transferor Partiesits representations, on the one handwarranties, covenants, or any of other agreements contained in this Agreement that has prevented or would prevent the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result satisfaction of any breach of any covenantcondition to the Closing, representation and (i) such violation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following waived by Seller, (ii) Seller has provided written notice to Buyer of such breach by the terminating partiesviolation or breach, and (iii) such violation or breach renders cannot be or has not been cured by Buyer within twenty (20) Business Days after receiving written notice thereof from Seller (provided, that in no event shall such twenty (20) Business Day extend beyond the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedOutside Date).

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties parties hereto to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties Buyer if the Closing shall not have occurred by September 30October 31, 20132011; provided that none of the Acquiring Parties neither Function(x) nor Buyer shall have breached in any material respect their respective its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;. (b) By and at the option of any of the Transferor Parties MMS if the Closing shall not have occurred by September 30October 31, 20132011, provided that none of the Transferor Parties Sellers shall not have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;. (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties Buyer and the Transferor Parties; orSellers. (d) By either the Acquiring Parties (on the one hand) Buyer or the Transferor Parties (on the other hand)MMS, if any of the Transferor PartiesSellers, on the one hand, or any of the Acquiring PartiesFunction(x) or Buyer, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating partiesparty), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesparty, and such breach renders the conditions to the terminating parties’ party’s obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties parties hereto to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties Buyer if the Closing shall not have occurred by September 30February 29, 20132012; provided that none of the Acquiring Parties Buyer or Function(x) shall not have breached in any material respect their respective its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;. (b) By and at the option of any of the Transferor Parties Seller if the Closing shall not have occurred by September 30February 29, 20132012, provided that none of the Transferor Parties Seller shall not have breached in any material respect their respective its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;. (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties Buyer and the Transferor Parties; orSeller. (d) By either the Acquiring Parties (on the one hand) Buyer or the Transferor Parties (on the other hand)Seller, if any of the Transferor PartiesSeller, on the one hand, or any of the Acquiring PartiesFunction(x) or Buyer, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating partiesparty), which breach has not been cured within 30 calendar twenty (20) days following written notice of such breach by the terminating partiesparty, and such breach renders the conditions to the terminating parties’ party’s obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the Transaction abandoned at any time at or before prior to the Closing only as followsin the following manner: (a) By and at the option of any by mutual written consent of the Acquiring Parties Partnership and Kestrel; or (b) by the Partnership or Kestrel after April 30, 2006 if the Closing shall not have occurred by September 30the close of business on such date, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, so long as the failure to consummate the Closing; (b) By and at the option Transaction on or before such date does not result from a breach of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been by the proximate cause of, or resulted in, the failure to consummate the Closing;party seeking termination of this Agreement; or (c) At by the Partnership, if (i) any of the representations and warranties of Kestrel for itself and on behalf of the Buyers contained in this Agreement shall not be true and correct when made or at any time prior to the Closing as if made at and as of such time, without liability except (A) as contemplated hereby or (B) with respect to each representation and warranty that is not otherwise qualified by its terms by a materiality standard, such representation and warranty shall not be true and correct in all material respects, or (ii) Buyers shall have failed to fulfill any of any party to their obligations in this Agreement in all material respects; and, in the otherscase of each of clauses (i) and (ii), upon the mutual written consent such misrepresentation, breach of the Acquiring Parties and the Transferor Partieswarranty, or failure (provided it can be cured) has not been cured within five days of actual knowledge thereof by Buyers; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Buyers, if (i) any of the Transferor Partiesrepresentations and warranties of the Partnership Parties for themselves and on behalf of the Partnership Entities contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall not be true and correct in all material respects as of the Closing Date as if made on and as of the one handClosing Date (or, if given as of a specific date, at and as of such date) except where the failure to be true and correct would not reasonably be expected to result in loss or liability to the Partnership Entities of $2,500,000 or more, (ii) the Partnership Parties shall have failed to fulfill any of their obligations under Section 5.1, or (iii) the Partnership Parties shall have failed to fulfill any of its obligations in this Agreement (other than those obligations set forth in Section 5.1) in all material respects; and, in the Acquiring Partiescase of each of clauses (i), on the other hand(ii) and (iii), has materially breached any representationssuch misrepresentation, breach of warranty, covenant or agreement contained herein failure (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach it can be cured) has not been cured within 30 calendar 10 days following written notice of such breach actual knowledge thereof by the terminating partiesPartnership Parties ; or (e) by the Partnership or Kestrel, if the limited partners of the Partnership shall have failed to adopt at a meeting the matters contained in the Proxy Statement that are necessary in order to adopt and such breach renders approve the conditions Transaction; or Table of Contents (f) by Kestrel or the Partnership, upon the occurrence of a Bankruptcy Event; or (g) by Kestrel, upon the occurrence of any default by the Partnership Entities under the Credit Facility or the Senior Notes if the holders of indebtedness pursuant to the terminating parties’ obligation Credit Facility or the holders of the Senior Notes entitled to closedeclare a default, set forth or any trustee or representative thereof, shall have taken any steps to accelerate any such indebtedness or shall have commenced the exercise of any remedies permitted pursuant to the agreement or other instruments creating such indebtedness; or (h) by the Partnership Entities as provided in Article 6 or Article 7, as the case may be, incapable of being satisfiedSection 5.11(e); or (i) by Kestrel at any time following an Exclusivity Breach.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the Transaction abandoned at any time at or before prior to the Closing only as followsin the following manner: (a) By and at the option of any by mutual written consent of the Acquiring Parties Partnership and Kestrel; or (b) by the Partnership or Kestrel after April 30, 2006 if the Closing shall not have occurred by September 30the close of business on such date, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, so long as the failure to consummate the Closing; (b) By and at the option Transaction on or before such date does not result from a breach of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been by the proximate cause of, or resulted in, the failure to consummate the Closing;party seeking termination of this Agreement; or (c) At by the Partnership, if (i) any of the representations and warranties of Kestrel for itself and on behalf of the Buyers contained in this Agreement shall not be true and correct when made or at any time prior to the Closing as if made at and as of such time, without liability except (A) as contemplated hereby or (B) with respect to each representation and warranty that is not otherwise qualified by its terms by a materiality standard, such representation and warranty shall not be true and correct in all material respects, or (ii) Buyers shall have failed to fulfill any of any party to their obligations in this Agreement in all material respects; and, in the otherscase of each of clauses (i) and (ii), upon the mutual written consent such misrepresentation, breach of the Acquiring Parties and the Transferor Partieswarranty, or failure (provided it can be cured) has not been cured within five days of actual knowledge thereof by Buyers; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Buyers, if (i) any of the Transferor Partiesrepresentations and warranties of the Partnership Parties for themselves and on behalf of the Partnership Entities contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall not be true and correct in all material respects as of the Closing Date as if made on and as of the one handClosing Date (or, if given as of a specific date, at and as of such date) except where the failure to be true and correct would not reasonably be expected to result in loss or liability to the Partnership Entities of $2,500,000 or more, (ii) the Partnership Parties shall have failed to fulfill any of their obligations under Section 5.1, or (iii) the Partnership Parties shall have failed to fulfill any of its obligations in this Agreement (other than those obligations set forth in Section 5.1) in all material respects; and, in the Acquiring Partiescase of each of clauses (i), on the other hand(ii) and (iii), has materially breached any representationssuch misrepresentation, breach of warranty, covenant or agreement contained herein failure (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach it can be cured) has not been cured within 30 calendar 10 days following written notice of such breach actual knowledge thereof by the terminating partiesPartnership Parties ; or (e) by the Partnership or Kestrel, if the limited partners of the Partnership shall have failed to adopt at a meeting the matters contained in the Proxy Statement that are necessary in order to adopt and such breach renders approve the conditions Transaction; or (f) by Kestrel or the Partnership, upon the occurrence of a Bankruptcy Event; or (g) by Kestrel, upon the occurrence of any default by the Partnership Entities under the Credit Facility or the Senior Notes if the holders of indebtedness pursuant to the terminating parties’ obligation Credit Facility or the holders of the Senior Notes entitled to closedeclare a default, set forth or any trustee or representative thereof, shall have taken any steps to accelerate any such indebtedness or shall have commenced the exercise of any remedies permitted pursuant to the agreement or other instruments creating such indebtedness; or (h) by the Partnership Entities as provided in Article 6 or Article 7, as the case may be, incapable of being satisfiedSection 5.11(e); or (i) by Kestrel at any time following an Exclusivity Breach.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as follows: (a) By and at the option of any mutual written consent of the Acquiring Parties Company, on the one hand, and Parent, on the other hand; (b) By Parent at any time prior to the Closing, if (i) the Company or Topco is in breach of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured or capable of being cured by the earlier of the day prior to the Termination Date and thirty (30) days following written notice of such breach from Parent (to the extent such breach is curable), and (iii) such breach, if not cured, would render the conditions set forth in Section ‎7.3 incapable of being satisfied; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this Section ‎9.1(b) if Parent or Merger Sub has breached this Agreement and such breach has resulted in the failure of a condition in Section ‎7.1 or Section ‎7.2 to be satisfied; (c) By the Company at any time prior to the Closing, if (i) Parent or Merger Sub is in breach of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured or capable of being cured by the earlier of the day prior to the Termination Date and thirty (30) days following written notice of such breach from the Company (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section ‎7.2 incapable of being satisfied; provided, however, that the Company shall not be entitled to terminate this Agreement pursuant to this Section ‎9.1(c) if the Company or Topco has breached this Agreement and such breach has resulted in the failure of a condition in Section ‎7.1 or Section ‎7.3 to be satisfied; (d) By the Company, on the one hand, or Parent, on the other hand, if the Closing shall not have occurred by September 30December 31, 20132020 (the “Termination Date”); provided provided, however, that none of (i) the Acquiring Parties Company shall have breached in any material respect their respective obligations under not be entitled to terminate this Agreement pursuant to this Section ‎9.1(d) if the Company has breached this Agreement and such breach has resulted in any manner that shall have been the proximate cause of, or resulted in, the failure of a condition in Section ‎7.1 or Section ‎7.3 to consummate be satisfied and (ii) Parent shall not be entitled to terminate this Agreement pursuant to this Section ‎9.1(d) if Parent or Merger Sub has breached this Agreement and such breach has resulted in the Closingfailure of a condition in Section ‎7.1 or Section ‎7.2 to be satisfied; (be) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor PartiesCompany, on the one hand, or any of the Acquiring PartiesParent, on the other hand, has materially breached if (i) the Contemplated Transactions shall violate any representationsOrder that shall have become final and nonappealable or (ii) there shall be a Law which makes the Contemplated Transactions illegal or otherwise prohibited; provided, warrantyhowever, covenant or agreement contained herein (provided that such breach the Party seeking termination pursuant to this Section ‎9.1(e) is not the result of any then in material breach of any covenantthis Agreement; or (f) By Parent, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesif, and such breach renders only if, the conditions to Stockholder Approval shall not have been obtained within forty-eight (48) hours following the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable execution of being satisfiedthis Agreement.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, this Agreement and the respective obligations of the Parties parties hereto to consummate the Closing transaction contemplated hereby may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and by either Buyer, on the one hand, or Seller, on the other hand, at the option of any of the Acquiring Parties either Buyer or Seller, if the Closing shall not have occurred by September November 30, 20132008; provided that none of the Acquiring Parties party seeking to terminate shall not have breached in any material respect their respective its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;; or (b) By by Buyer (i) if Seller has breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Article VII and at the option (B) has not been or is incapable of being cured by Seller within 20 days after its receipt of written notice thereof from Buyer; or (ii) if any of the Transferor Parties effects set forth in Section 7.05 (Litigation Affecting Closing) shall be in effect and shall have become final and nonappealable; or (c) by Seller, (i) if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties Buyer shall have breached in any material respect their respective obligations under any of its representations, warranties, covenants or other agreements contained in this Agreement in any manner that shall have been the proximate cause ofAgreement, which breach or resulted in, failure to perform (A) would give rise to the failure to consummate the Closing; of a condition set forth in Article VIII, and (cB) At any time, without liability has not been or is incapable of any party to the others, upon the mutual being cured by Buyer within 20 days after its receipt of written consent of the Acquiring Parties and the Transferor Partiesnotice thereof from Seller; or or (dii) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, effects set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedSection 8.03 (Litigation Affecting Closing) shall be in effect and shall have become final and nonappealable.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing may be terminated and abandoned at At any time at on or before prior to the Closing only Closing, Major Shareholder and the Company, acting jointly as followsone Party, or Investor, acting as the other Party, may immediately terminate this Agreement by giving written notice of termination to the other Party, if: (a) By and at the option Closing has not occurred on or prior to December 31, 2004, unless the failure of any such occurrence is due to the failure of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective Party seeking to terminate this Agreement to perform its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingAgreement; (b) By and at the option other Party has committed a material breach of any agreement, covenant, or other terms of this Agreement or the other Transaction Documents (to the extent applicable), and fails to cure such breach within ten (10) business days of the Transferor Parties if receipt of written notice from the Closing shall not have occurred by September 30, 2013, provided that none non-breaching Party requesting cure of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closingbreach; (c) At there is an inaccuracy or incompleteness in any timeof the representations and warranties of the Company or Major Shareholder that is not due to an event outside the control of the Company or Major Shareholder; (d) an approval from any government authority necessary for the transactions contemplated hereby or under the other Transaction Documents (to the extent applicable) is ultimately denied or rejected, without liability or if as a result of a change in any Applicable Law, the consummation of the transactions contemplated hereby or thereby become impractical or illegal; (e) the Company, any creditor of the Company, or any third party files for composition, corporate reorganization or bankruptcy of the Company, or the Company has become insolvent and is unable to pay any debts as they become due or has explicitly or implicitly suspended payment of any party debts as they became due, or the Company has its clearinghouse privileges denied (“Bankruptcy Event”); (f) Major Shareholder has become subject to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Partiesa Bankruptcy Event; or (dg) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on if the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions Party agrees in writing to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedtermination.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and at the option of any by mutual written consent of the Acquiring Parties if at any time; (b) by either Party upon written notice to the other Party in the event that (i) any Governmental Authority the Governmental Approval of which is a condition under Section 5.1(d) or 5.2(d) shall have issued an Order or taken any other official action denying such Governmental Approval or (ii) any Governmental Authority shall have issued an Order that causes the conditions set forth in Section 5.1(c) (in the case of Citigroup) or 5.2(c) (in the case of Morgan Stanley) not to be satisfied, and in either case such Order or other action shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party that is at such time in material breach of its obligations pursuant to Section 4.3; (c) by any Party upon written notice to the other Party at any time after 5:00 p.m., New York City time, on March 31, 2010, in the event that the Closing shall not have occurred on or prior to such date and time; provided, however, that such date shall be extended by September 30an additional 60 days if (i) the conditions set forth in Section 5.1(d) or 5.2(d) shall not have been satisfied prior to such date and time, 2013and (ii) all other conditions to Closing in this Agreement have been satisfied or waived; provided and provided, further, that none the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party that is at such time in material breach of any of its obligations under any of the Acquiring Parties provisions of this Agreement or any other Transaction Document; (d) by Citigroup, upon written notice to Morgan Stanley, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Morgan Stanley pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 60 days following the delivery of written notice to Morgan Stanley of such misrepresentation or breach by Citigroup, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any condition specified in Section 5.1(a) or 5.1(b); (e) by Morgan Stanley, upon written notice to Citigroup, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Citigroup pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 60 days following the delivery of written notice to Citigroup of such misrepresentation or breach by Morgan Stanley, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any condition specified in Section 5.2(a) or 5.2(b); (f) by Citigroup, if (A) within six months of January 13, 2009 either a Change of Control of Morgan Stanley shall have breached in any material respect their respective obligations under this Agreement in any manner that occurred or a definitive agreement, letter of intent or other similar agreement or understanding shall have been executed by Morgan Stanley that would, if the proximate cause oftransactions contemplated thereby were consummated, result in a Change of Control of Morgan Stanley, and (B) within 45 days following such Change of Control or resulted in, the failure to consummate the Closing; (b) By and at the option of any announcement of the Transferor Parties if the Closing shall not have occurred by September 30execution of such definitive agreement or understanding, 2013as applicable, provided that none Citigroup delivers written notice of the Transferor Parties shall have breached in any material respect their respective obligations termination under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure Section 8.1(f) to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor PartiesMorgan Stanley; or (dg) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Morgan Stanley, if any (A) within six months of January 13, 2009 either a Change of Control of Citigroup shall have occurred or a definitive agreement, letter of intent or other similar agreement or understanding shall have been executed by Citigroup that would, if the transactions contemplated thereby were consummated, result in a Change of Control of Citigroup, and (B) within 45 days following such Change of Control or announcement of the Transferor Partiesexecution of such definitive agreement or understanding, on the one handas applicable, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following Morgan Stanley delivers written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied.termination under this Section 8.1(g)

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties parties hereto to consummate the Closing may be terminated and abandoned at any time at or before the Closing only as follows: (a) By and at the option of any of the Acquiring Parties Buyer if the Closing shall not have occurred by September August 30, 20132012; provided that none of the Acquiring Parties Buyer shall not have breached in any material respect their respective its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;. (b) By and at the option of any of the Transferor Parties Seller if the Closing shall not have occurred by September August 30, 20132012, provided that none of the Transferor Parties Seller shall not have breached in any material respect their respective its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing;. (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties Buyer and the Transferor Parties; orSeller. (d) By either the Acquiring Parties (on the one hand) Buyer or the Transferor Parties (on the other hand)Seller, if any of the Transferor PartiesSeller, on the one hand, or any of the Acquiring PartiesBuyer, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating partiesparty), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesparty, and such breach renders the conditions to the terminating parties’ party’s obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfied. (e) By and at the option of Buyer if Seller makes any material supplementary disclosure after the date of this Agreement and prior to Closing under Section 3.21(a), which would lead to a Material Adverse Effect.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as followsClosing: (a) By by the mutual written consent of Xxxxxx and at Xxxxxxxxx; (b) by either Seller or Purchaser, upon prior written notice to the option of any of the Acquiring Parties if other Party, if: (i) the Closing shall not have occurred by September 30prior to May 15, 20132023 (or such later date as Seller and Purchaser may, in good faith, mutually agree upon in writing) (the “Termination Date”); provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under right to terminate this Agreement in pursuant to this Section 9.01(b) shall not be available to any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option Party whose breach of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representationsrepresentation, warranty, covenant or agreement contained herein in this Agreement primarily caused either (provided that such breach is i) the Closing not to occur on or prior to the result of any breach of any covenant, representation Termination Date or warranty by (ii) the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders failure to satisfy the conditions to the obligations of the terminating parties’ obligation to close, Party set forth in Article 6 VIII; (ii) any applicable Governmental Authority shall have issued an Order which permanently restrains, enjoins or Article 7otherwise prohibits the Acquisition and such Order shall have become final and non-appealable; (iii) the Bankruptcy Court shall have entered an Order which precludes the consummation of the Acquisition on the terms and conditions set forth in this Agreement and such Order shall have become final and non-appealable; or (iv) after its entry, as the case may beSale Order ceases to be in full force and effect; (c) by Purchaser, incapable if Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 8.02 and (ii) (A) cannot be cured by the Termination Date or (B) if capable of being satisfiedcured, such breach or failure shall not have been cured by the earlier of (x) fifteen (15) Business Days following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and Purchaser’s intention to terminate this Agreement if such breach or failure is not cured) from Purchaser of such breach or failure and (y) one (1) Business Day prior to the earlier of the Termination Date and the date on which this Agreement may otherwise be terminated by Purchaser in accordance with this Section 9.01(c); provided that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 9.01(c) if it is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 8.01; (d) by Seller, if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 8.01 and (ii) (A) cannot be cured by the Termination Date or (B) if capable of being cured, such breach or failure shall not have been cured by the earlier of (x) fifteen (15) Business Days following receipt of written notice (which notice shall specify in reasonable detail the nature of such breach or failure and Seller’s intention to terminate this Agreement if such breach or failure is not cured) from Seller of such breach or failure and (y) one (1) Business Day prior to the earlier of the Termination Date and the date on which this Agreement may otherwise be terminated by Seller in accordance with this Section 9.01; provided that Seller shall not have the right to terminate this Agreement pursuant to this Section 9.01(d) if Seller is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 8.02; or (e) by Seller, upon prior written notice to Purchaser, if (i) the Bankruptcy Cases are, without Seller’s consent, converted into cases under Chapter 7 of the Bankruptcy Code or dismissed, or (ii) without Seller’s consent, a trustee or examiner with expanded powers to operate or manage the financial affairs of Seller is appointed in the Bankruptcy Cases.

Termination Prior to Closing. Notwithstanding any contrary provisions of anything in this AgreementAgreement to the contrary, the respective obligations of the Parties to consummate the Closing this Agreement may be terminated terminated, and abandoned the transactions contemplated by this Agreement abandoned, at any time at or before prior to the Closing only as followsClosing, upon notice by the terminating party to the other party: (a) By and at by the option mutual written consent of any ParentCo (on behalf of the Acquiring Parties Sellers) and the Purchaser; (b) by either ParentCo (on behalf of the Sellers) or the Purchaser if the Closing shall not have occurred by September 30prior to the date that is 20 days after the date hereof (the “Termination Date”); provided, 2013; provided however, that none of the Acquiring Parties right to terminate this Agreement under this Section 7.1(b) shall have breached in not be available to any material respect their respective obligations party whose failure to fulfill any obligation under this Agreement in any manner that shall have been the proximate cause of, or shall have resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closingoccur prior to such date; (c) At (i) by ParentCo (on behalf of the Sellers), if the Purchaser breaches or fails to perform in any timerespect any of its representations, without liability of any party warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the othersfailure of a condition set forth in Section 6, upon the mutual (B) cannot be or has not been cured within five (5) Business Days following delivery of written consent notice of such breach or failure to perform, and (C) has not been waived by ParentCo (on behalf of the Acquiring Parties Sellers); or (ii) by the Purchaser, if any Seller breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (X) would give rise to the Transferor Parties; orfailure of a condition set forth in Section 5, (Y) cannot be or has not been cured within five (5) Business Days following delivery of written notice of such breach or failure to perform, and (Z) has not been waived by the Purchaser; (d) By either the Acquiring Parties (i) by ParentCo (on behalf of the one hand) or the Transferor Parties (on the other handSellers), if any of the Transferor Parties, on conditions set forth in Section 6 shall have become incapable of fulfillment prior to the one handTermination Date, or (ii) by the Purchaser, if any of the Acquiring Partiesconditions set forth in Section 5 shall have become incapable of fulfillment prior to the Termination Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to the other hand, has materially breached any representations, warranty, covenant or agreement contained herein Termination Date. (e) by the Purchaser (provided that such breach the Purchaser is not the result of any then in material breach of any covenant, representation or warranty by the terminating partiesprovision of this Agreement), which breach has not been cured within 30 calendar days following written notice if the Bankruptcy Case is dismissed or converted to one or more proceedings under chapter 7 of such breach by the terminating partiesBankruptcy Code, and such breach renders a trustee or examiner is appointed for the conditions Sellers, or the automatic stay under section 362 of the Bankruptcy Code is lifted as to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedany material Transferred Asset.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the Reorganization abandoned at any time at or before prior to the Closing only as followsin the following manner: (ai) By by mutual written consent of AOC and at the option of any of the Acquiring Parties LII; (ii) by AOC or LII after September 30, 2007, if the Closing shall not have occurred by September 30the close of business on such date, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, so long as the failure to consummate the ClosingReorganization on or before such date does not result from a breach of this Agreement by the party seeking termination of this Agreement; (biii) By and at the option of by AOC, if (A) any of the Transferor Parties if representations and warranties of LII contained in this Agreement shall not be true and correct when made or at any time prior to the Closing shall not have occurred by September 30, 2013, provided that none as if made at and as of the Transferor Parties such time or (B) LII shall have breached failed to fulfill any of their obligations in any material respect their respective obligations under this Agreement in any manner that shall have been all material respects; and, in the proximate cause ofcase of each of clauses (A) and (B), such misrepresentation, breach of warranty, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach it can be cured) has not been cured within 30 calendar five days following written notice of actual knowledge thereof by LII; (iv) by LII, if (A) any of the representations and warranties of AOC contained in this Agreement shall not be true and correct when made or at any time prior to the Closing as if made at and as of such breach by the terminating partiestime or (B) AOC shall have failed to fulfill any of their obligations in this Agreement in all material respects; and, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may beof each of clauses (A) and (B), incapable such misrepresentation, breach of being satisfiedwarranty, or failure (provided it can be cured) has not been cured within five days of actual knowledge thereof by AOC; (v) by AOC or LII, if the AOC shareholders do not approve the Reorganization at the AOC Special Meeting as described in Section 7.5(i) of this Agreement; or (vi) by AOC or LII, if the LII stockholders do not approve the Reorganization at the LII Annual Meeting as described in Section 7.5(ii) of this Agreement.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as follows: (a) By by the mutual written consent of Arvinas and at Bayer; (b) by either Arvinas or Bayer by written notice to the option Bayer or Arvinas, respectively: (i) if any Governmental Authority of competent jurisdiction will have issued an injunction or taken any other action (which injunction or such action the parties hereto will use their reasonable best efforts to lift) that permanently restrains, enjoins or otherwise prohibits the consummation of the Acquiring Parties if Closing, and such injunction shall have become final and non-appealable; or (ii) the consummation of the Closing shall will not have occurred by September 30, 2013; provided that none on or before the six-month anniversary of the Acquiring Parties shall have breached in any material respect their respective obligations date of this Agreement (the “Termination Date”); provided, however, that (A) the right to terminate this Agreement under this Section 2.4(b) will not be available to a Party whose failure to comply with any provision of this Agreement in any manner that shall have has been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if Closing to occur on or before such date and (B) Arvinas and Bayer may mutually agree to extend the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached Termination Date in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closingsole discretion; (c) At any timeby Arvinas or Bayer, without liability if such Person is not then in material breach of any party to the othersterm of this Agreement, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) notice to Bayer or the Transferor Parties (on the other hand)Arvinas, respectively, if there occurs a material breach of any representation, warranty or covenant of such other Person contained in this Agreement, and which breach, in the absence of a cure, would cause any of the Transferor Partiesclosing conditions set forth herein with respect to the Closing to not be satisfied prior to the Termination Date; provided, on the one handhowever, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is either not the result capable of any breach of any covenant, representation being cured or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice [**] of such breach by written notice; and (d) automatically upon the terminating partiestermination of the Stock Purchase Agreement in accordance with its terms. In the event of the termination of this Agreement pursuant to this Section 2.4, this Agreement will forthwith become null and void and have no effect, without any liability on the part of any Party or their respective directors, officers, employees, partners, managers, members, stockholders or other representatives, and all rights and obligations of any Party shall cease, except that the agreements contained in this Section 2.4, Section 4.2, and Article VII will survive the termination of this Agreement; provided, however, that nothing herein will relieve any Party from liability resulting from any intentional and material breach of such breach renders the conditions Party’s representations, warranties, covenants or agreements contained herein prior to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedsuch termination.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing (a) This Agreement may be terminated and abandoned at any time at or before following the Effective Date and prior to the Closing only as followsDate: (ai) By and at the option of any of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or; (dii) By either the Acquiring Parties (on the one hand) Series if there has been a material violation, breach or the Transferor Parties (on the other hand), if inaccuracy of any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representationsrepresentation, warranty, covenant or agreement of the Seller contained herein in this Agreement and such violation, breach or inaccuracy has not been waived by the Series or cured by the Seller, as applicable, within five (5) Business Days after receipt by the Seller of written notice thereof from the Series; (iii) By the Seller if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Series contained in this Agreement, and such violation, breach or inaccuracy has not been waived by the Seller or cured by the Series, applicable, within five (5) Business Days after receipt by the Series of written notice thereof from the Seller; (iv) By any Party, if a court of competent jurisdiction or other Governmental Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions and such order or action shall have become final and nonappealable; or (v) By either Party in the event that the Closing has not occurred within one hundred and eighty (180) days of the Effective Date, which may be extended by sixty (60) days by the Buyer advancing a refundable deposit of $15,300, provided however, that a Party shall not have the right to terminate this Agreement pursuant to the provisions of this Section 5.01(a)(v) in the event that the reason for the failure of the Closing to occur was the breach of or default under this Agreement by such breach is not Party. (b) Upon any termination of this Agreement pursuant to this Section 5.01, this Agreement shall thereafter be of no further force or effect without liability of any Party (or any director, officer, employee, Affiliate, agent or other representative of such Party or Parties) to any other Party or Parties hereto, as applicable, except (a) for the result terms of this Section 5.01, Article VI and Article VII, each of which shall survive the termination of this Agreement, and (b) nothing in this Agreement shall relieve any Party from liability for any breach of this Agreement prior to any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedtermination.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as follows: (a) By by the mutual written consent of the Company, on the one hand, and Parent, on the other hand; (b) by Parent, upon written notice to the Company, at any time prior to the option Closing, if (i) the Company is in breach of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not capable of being cured by the Termination Date or is not cured by the earlier of the day prior to the Termination Date and thirty (30) days following written notice of such breach from Parent (to the extent such breach is curable) and (iii) such breach, if not cured, would render any of the Acquiring Parties conditions set forth in Section 6.3 incapable of being satisfied as of the Closing Date; provided, however, that Parent shall not be entitled to terminate this Agreement pursuant to this Section 8.1(b) if Parent or Merger Sub has breached this Agreement and such breach has resulted in the failure of a condition in Section 6.1 or Section 6.2 to be satisfied as of the Closing Date; (c) by the Company, upon written notice to Parent, at any time prior to the Closing, if (i) Parent or Merger Sub is in breach of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not capable of being cured by the Termination Date or is not cured by the earlier of the day prior to the Termination Date and thirty (30) days following written notice of such breach from the Company (to the extent such breach is curable) and (iii) such breach, if not cured, would render any of the conditions set forth in Section 6.2 incapable of being satisfied; provided, however, that the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.1(c) if the Company has breached this Agreement and such breach has resulted in the failure of a condition in Section 6.1 or Section 6.3 to be satisfied as of the Closing Date; (d) by the Company, on the one hand, or Parent, on the other hand, upon written notice to the other Party, if the Closing shall not have occurred by September 30March 25, 20132022 (the “Termination Date”); provided provided, however, that none if any of the Acquiring Parties conditions to the Closing set forth in Section 6.1(a) or, solely as it relates to any Antitrust Laws, Section 6.1(b) has not been satisfied or waived on or prior to the Termination Date but all other conditions to Closing set forth in Article VI have been satisfied or validly waived (other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions are reasonably capable of being satisfied if the Closing were to occur on the Termination Date), then either Party may, by written notice to the other Party at or prior to 5:00 p.m. local time in New York City on the Termination Date, cause the Termination Date to be extended by ninety (90) days (and if so extended, such date shall have be the “Termination Date”), provided, further, that the Termination Date shall not be extended pursuant to the foregoing proviso more than one (1) time; provided, further, however, that (i) the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.1(d) if the Company has breached this Agreement in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause ofand such breach has primarily caused, or primarily resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if Closing to occur by the Closing Termination Date and (ii) Parent shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have be entitled to terminate this Agreement pursuant to this Section 8.1(d) if Parent or Merger Sub has breached this Agreement in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause ofand such breach has primarily caused, or primarily resulted in, the failure of the Closing to consummate occur by the ClosingTermination Date; (ce) At any time, without liability of any party to by the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor PartiesCompany, on the one hand, or any of the Acquiring PartiesParent, on the other hand, has materially breached upon written notice to the other Party, if (i) the Contemplated Transactions shall violate any representationsOrder that shall have become final and nonappealable or (ii) there shall be a Law which makes the Contemplated Transactions illegal or otherwise prohibited; provided, warrantyhowever, covenant or agreement contained herein that the party seeking termination pursuant to this clause (provided that such breach e) is not the result of any then in material breach of this Agreement in any covenantmanner that has been the primary cause of, representation or warranty primarily resulted in, such Order; or (f) by Parent, upon written notice to the terminating parties)Company, which breach if the Stockholder Approval has not been cured delivered to Parent within 30 calendar days 24 hours following written notice of such breach the time this Agreement is executed and delivered by the terminating parties, and such breach renders the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedParties.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only Date as follows: (a) By by mutual written agreement of the Purchaser and at the option Company; (b) by the Purchaser or the Company, if there shall be in effect a Final Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (c) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein), if there shall have been a material breach of any of the Acquiring Parties if representations or warranties of the Closing shall Sellers or a material breach of any of the covenants set forth in this Agreement on the part of the Sellers, which breach is not have occurred cured within ten (10) Business Days following written notice to the Company; (d) by September 30, 2013; the Company (provided that none of the Acquiring Parties shall have breached Sellers is then in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (b) By and at the option breach of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand), if any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representationsrepresentation, warranty, covenant or other agreement contained herein (provided that such herein), if there shall have been a material breach of any of the representations or warranties or a material breach of any of the covenants set forth in this Agreement on the part of the Purchaser, which breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days ten (10) Business Days following written notice of such breach to the Purchaser; or (e) by the terminating partiesPurchaser, and if the Closing has not occurred by May 18, 2007, provided such failure of the Closing to occur is not caused by a breach renders of this Agreement by the conditions to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedPurchaser.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing may be terminated and abandoned at At any time at on or before prior to the Closing only Closing, LECG and the Company, acting as followsone party, or K&C Shareholders, acting as the other party, may immediately terminate this Agreement by giving written notice of termination to the other party, if: (a) By the Closing has not occurred on or prior to July 24, 2003 or any other date as mutually agreed to by LECG and at K&C Shareholders, unless the option failure of any such occurrence is due to the failure of the Acquiring Parties if the Closing shall not have occurred by September 30, 2013; provided that none of the Acquiring Parties shall have breached in any material respect their respective party seeking to terminate this Agreement to perform its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingAgreement; (b) By the other party (in the case of LECG and at the option Company, either LECG or the Company) has committed a material breach of any agreement, covenant, or other terms of this Agreement, and fails to cure such breach within sixty (60) Business Days of the Transferor Parties if receipt of written notice from the Closing shall not have occurred by September 30, 2013, provided that none non-breaching party requesting cure of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closingbreach; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties representations and warranties of the other party (in the case of LECG and the Transferor Parties; orCompany, either LECG or the Company) are proven to be false, misleading, or fraudulent in any material respect; (d) By either a government approval necessary for the Acquiring Parties (on transactions contemplated hereby is ultimately denied or rejected, or if as a result of a change in any Law, the one hand) or the Transferor Parties (on the other hand), if any consummation of the Transferor Partiestransactions contemplated hereby impractical or illegal; (e) the Company, on any creditor of the one handCompany, or any third party files for composition, corporate reorganization or bankruptcy of the Acquiring PartiesCompany, on or the other hand, Company has materially breached become insolvent and is unable to pay any representations, warranty, covenant debts as they become due or agreement contained herein (provided that such breach is not the result has explicitly or implicitly suspended payment of any breach of any covenantdebts as they became due, representation or warranty by the terminating parties)Company has its clearinghouse privileges denied; (f) the Joint Venture Agreement is terminated, which breach has not been cured within 30 calendar days following written notice of such breach by the terminating parties, and such breach renders the conditions or (g) if both Parties agree in writing to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedtermination.

Termination Prior to Closing. Notwithstanding any contrary provisions of Subject to Section 6.2, this Agreement, the respective obligations of the Parties to consummate the Closing Agreement may be terminated and the Transaction may be abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and at the option of any by mutual written consent of the Acquiring Parties Buyer and the Company; (b) by either the Company or the Buyer, if a Governmental Authority shall have issued or enacted any Law, Order or other legal requirement or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing, which Law, Order or other legal requirement is final and nonappealable, as applicable; (c) by either the Company or the Buyer, if the Closing shall not have occurred by September 30on or before July 14, 20132022 (the “Outside Date”); provided provided, that none (i) if, on the Outside Date, all of the Acquiring Parties shall have breached conditions set forth in any material respect their respective obligations under this Agreement in any manner that Section 5.1, Section 5.2 and Section 5.3 shall have been satisfied or waived other than the proximate cause conditions set forth in Section 5.1(a) (to the extent any such Restraint is in respect of, or resulted inany such Law is, an Antitrust Law) or Section 5.1(b) and those conditions that by their nature are to be satisfied at the Closing (if such conditions would reasonably be expected to be satisfied or validly waived were the Closing to occur at such time), either Buyer or the Company, upon delivery of written notice to the other, may extend the Outside Date pursuant to this Section 6.1(c) for up to two (2) separate 90-day periods (and in such case, the Outside Date, as so extended, shall be the “Outside Date” for purposes of this Agreement) and (ii) neither Buyer nor the Company shall be permitted to terminate this Agreement pursuant to this Section 6.1(c) if the failure to consummate the Closing; (b) By and at Closing by the option Outside Date results from a material breach by the party desiring to terminate this Agreement of any of the Transferor Parties if the Closing shall not have occurred by September 30its representations, 2013warranties, provided that none of the Transferor Parties shall have breached covenants or agreements contained in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingAgreement; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor Parties; or (d) By either by the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)Company, if upon a breach of any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representationsrepresentation, warranty, covenant or agreement contained herein set forth in this Agreement by the Buyer or its respective permitted assignee hereunder (provided other than a Buyer Default) determined by a final and non-appealable judgment or decree of any court of competent jurisdiction, such that the conditions set forth in Section 5.3(a) or Section 5.3(b) would not be satisfied as of the Closing; provided, that if such breach is curable prior to the Closing through the exercise of Reasonable Efforts, then the Company may not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar terminate this Agreement under this Section 6.1(d) prior to thirty (30) days following the receipt of written notice from the Company to the Buyer of such breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 6.1(d) if (i) such breach by the terminating parties, and Buyer is cured such that such conditions would then be satisfied as of the Closing or (ii) the Company is in breach renders of this Agreement such that the conditions to the terminating parties’ obligation to close, set forth in Article 6 Section 5.2(a), Section 5.2(b) or Article 7Section 5.2(c) would not be satisfied as of the Closing); (e) by the Company, upon the Buyer failing to pay, and failing to cause to be paid, the Company the Purchase Price as provided in Section 2.2 within five (5) Business Days of it becoming due and payable at the case Closing hereunder for the Class D Preferred Units in accordance with the terms of this Agreement and for so long as such failure to pay is ongoing (a “Buyer Default”); or (f) by the Buyer, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by the Company determined by a final and non-appealable judgment or decree of any court of competent jurisdiction, such that the conditions set forth in Section 5.2(a), Section 5.2(b) or Section 5.2(c) would not be satisfied as of the Closing; provided, that if such breach is curable prior to the Closing through the exercise of Reasonable Efforts, then the Buyer may be, incapable not terminate this Agreement under this Section 6.1(f) prior to thirty (30) days following the receipt of written notice from the Buyer to the Company of such breach (it being satisfiedunderstood that the Buyer may not terminate this Agreement pursuant to this Section 6.1(f) if such breach by the Company is cured such that such conditions would then be satisfied as of the Closing).

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and abandoned at any time at or before prior to the Closing only as followsClosing: (a) By and at the option of any by mutual written consent of the Acquiring Parties if at any time; (b) by either Party upon written notice to the other Party in the event that (i) any Governmental Authority the Governmental Approval of which is a condition under Section 5.1(d) or 5.2(d) shall have issued an Order or taken any other official action denying such Governmental Approval or (ii) any Governmental Authority shall have issued an Order that causes the conditions set forth in Section 5.1(c) (in the case of Citigroup) or 5.2(c) (in the case of Morgan Stanley) not to be satisfied, and in either case such Order or other action shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party that is at such time in material breach of its obligations pursuant to Section 4.3; (c) by any Party upon written notice to the other Party at any time after 5:00 p.m., New York City time, on March 31, 2010, in the event that the Closing shall not have occurred on or prior to such date and time; provided, however, that such date shall be extended by September 30an additional 60 days if (i) the conditions set forth in Section 5.1(d) or 5.2(d) shall not have been satisfied prior to such date and time, 2013and (ii) all other conditions to Closing in this Agreement have been satisfied or waived; provided and provided, further, that none the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party that is at such time in material breach of any of its obligations under any of the Acquiring Parties provisions of this Agreement or any other Transaction Document; (d) by Citigroup, upon written notice to Morgan Stanley, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Morgan Stanley pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 60 days following the delivery of written notice to Morgan Stanley of such misrepresentation or breach by Citigroup, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any condition specified in Section 5.1(a) or 5.1(b); (e) by Morgan Stanley, upon written notice to Citigroup, if (A) there has been a material misrepresentation or breach of warranty or covenant or agreement made or to be performed by or on the part of Citigroup pursuant to this Agreement, (B) such misrepresentation or breach has not been or cannot be cured within a period of 60 days following the delivery of written notice to Citigroup of such misrepresentation or breach by Morgan Stanley, and (C) the effect of such misrepresentation or breach is to prevent the satisfaction of any condition specified in Section 5.2(a) or 5.2(b); (f) by Citigroup, if (A) within six months of January 13, 2009 either a Change of Control of Morgan Stanley shall have breached in any material respect their respective obligations under this Agreement in any manner that occurred or a definitive agreement, letter of intent or other similar agreement or understanding shall have been executed by Morgan Stanley that would, if the proximate cause oftransactions contemplated thereby were consummated, result in a Change of Control of Morgan Stanley, and (B) within 45 days following such Change of Control or resulted in, the failure to consummate the Closing; (b) By and at the option of any announcement of the Transferor Parties if the Closing shall not have occurred by September 30execution of such definitive agreement or understanding, 2013as applicable, provided that none Citigroup delivers written notice of the Transferor Parties shall have breached in any material respect their respective obligations termination under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure Section 8.1(f) to consummate the Closing; (c) At any time, without liability of any party to the others, upon the mutual written consent of the Acquiring Parties and the Transferor PartiesMorgan Stanley; or (dg) By either the Acquiring Parties (on the one hand) or the Transferor Parties (on the other hand)by Morgan Stanley, if any (A) within six months of January 13, 2009 either a Change of Control of Citigroup shall have occurred or a definitive agreement, letter of intent or other similar agreement or understanding shall have been executed by Citigroup that would, if the transactions contemplated thereby were consummated, result in a Change of Control of Citigroup, and (B) within 45 days following such Change of Control or announcement of the Transferor Partiesexecution of such definitive agreement or understanding, on the one handas applicable, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following Morgan Stanley delivers written notice of such breach by the terminating parties, and such breach renders the conditions termination under this Section 8.1(g) to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedCitigroup.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time at or before prior to the Closing only as followsClosing: (a) By by mutual consent of Seller Parties and at the option of any of the Acquiring Buyer; (b) by either Seller Parties or Buyer if the Closing shall not have occurred by September 30[***] (the “Outside Date”); provided, 2013; provided that none of the Acquiring Parties right to terminate this Agreement pursuant to this Section 12.1(b) (Termination Prior to Closing) shall have breached in not be available (i) to any material respect their respective obligations Party whose action or failure to fulfill any obligation under this Agreement in any manner that shall have has been the proximate a principal cause of, or resulted in, the failure of the Parties to consummate the Closing; Closing by such date or (bii) By and at to any Party during the option pendency of any a legal Proceeding by the other Party for specific performance of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingAgreement; (c) At by either Seller Parties or Buyer if a Governmental Body shall have issued an Order or taken any timeother action permanently restraining, without liability of any party to enjoining or otherwise prohibiting the others, upon the mutual written consent consummation of the Acquiring Parties transactions contemplated by this Agreement, and such Order or other action shall have become final and non-appealable; provided, that no Party may rely upon this Section 12.1(c) (Termination Prior to Closing) to terminate this Agreement if such Party shall have failed to use its commercially reasonable efforts to prevent the Transferor Partiesentry of such Order or the taking of such action; or (d) By by either the Acquiring Seller Parties (on the one hand) or the Transferor Parties (on Buyer if the other hand), if Party shall have breached or failed to perform in any material respect any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any its representations, warrantywarranties, covenant covenants or agreement other obligations contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesin this Agreement, and such breach renders the conditions or failure to perform (i) would give rise to the terminating parties’ obligation to close, failure of a condition set forth in Article 6 Section 10.1 (Buyer’s Obligation to Close) or Article 7Section 10.2 (Seller Parties’ Obligation to Close), as applicable, and (ii) (A) is not cured within [***] after written notice thereof from the case may be, non- breaching Party or (B) is incapable of being satisfiedcured by the Outside Date by the breaching Party; provided, that the right to terminate this Agreement under this Section 12.1(d) (Termination Prior to Closing) shall not be available to any Party if such Party is then in material breach of any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to a failure of a condition set forth in Section 10.1 (Buyer’s Obligation to Close) or Section 10.2 (Seller Parties’ Obligation to Close), as applicable. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Termination Prior to Closing. Notwithstanding any contrary provisions of this Agreement, the respective obligations of the Parties to consummate the Closing This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time at or before prior to the Closing only as followsClosing: (a) By by mutual consent of Seller Parties and at the option of any of the Acquiring Buyer; (b) by either Seller Parties or Buyer if the Closing shall not have occurred by September 30[***] (the “Outside Date”); provided, 2013; provided that none of the Acquiring Parties right to terminate this Agreement pursuant to this Section 12.1(b) (Termination Prior to Closing) shall have breached in not be available (i) to any material respect their respective obligations Party whose action or failure to fulfill any obligation under this Agreement in any manner that shall have has been the proximate a principal cause of, or resulted in, the failure of the Parties to consummate the Closing; Closing by such date or (bii) By and at to any Party during the option pendency of any a legal Proceeding by the other Party for specific performance of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the ClosingAgreement; (c) At by either Seller Parties or Buyer if a Governmental Body shall have issued an Order or taken any timeother action permanently restraining, without liability of any party to enjoining or otherwise prohibiting the others, upon the mutual written consent consummation of the Acquiring Parties transactions contemplated by this Agreement, and such Order or other action shall have become final and non-appealable; provided, that no Party may rely upon this Section 12.1(c) (Termination Prior to Closing) to terminate this Agreement if such Party shall have failed to use its commercially reasonable efforts to prevent the Transferor Partiesentry of such Order or the taking of such action; or (d) By by either the Acquiring Seller Parties (on the one hand) or the Transferor Parties (on Buyer if the other hand), if Party shall have breached or failed to perform in any material respect any of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any its representations, warrantywarranties, covenant covenants or agreement other obligations contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured within 30 calendar days following written notice of such breach by the terminating partiesin this Agreement, and such breach renders the conditions or failure to perform (i) would give rise to the terminating parties’ obligation to close, failure of a condition set forth in Article 6 Section 10.1 (Buyer’s Obligation to Close) or Article 7Section 10.2 (Seller Parties’ Obligation to Close), as applicable, and (ii) (A) is not cured within [***] after written notice thereof from the case may be, non- breaching Party or (B) is incapable of being satisfied.cured by the Outside Date by the breaching Party; provided, that the right to terminate this Agreement under this Section 12.1(d) (Termination Prior to Closing) shall not be available to any Party if such Party is then in material breach of any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to a failure of a condition set forth in Section 10.1 (Buyer’s Obligation to Close) or Section 10.2 (Seller Parties’ Obligation to Close), as applicable. Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 38

Termination Prior to Closing. Notwithstanding any contrary provisions of anything herein to the contrary, this Agreement, the respective obligations of the Parties to consummate the Closing Agreement may be terminated terminated, and abandoned the transactions contemplated by this Agreement abandoned, at any time at or before the Closing only as followsClosing, upon notice by the terminating party to the other party: (a) By and at by the option of any mutual written consent of the Acquiring Parties Seller and the Purchaser; (b) by either the Seller or the Purchaser if the Closing shall not have occurred by September 30on or before June 19, 20132009; provided provided, however, that none of the Acquiring Parties right to terminate this Agreement under this Section 7.1(b) shall have breached in not be available to any material respect their respective obligations party whose failure to fulfill any obligation under this Agreement in any manner that shall have been the proximate cause of, or shall have resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Closingoccur prior to such date; (c) At by the Purchaser, if (x) any time, without liability of the representations and warranties of any party Seller contained in this Agreement shall fail to be true and correct, or (y) there shall be a breach by any Seller of its covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 5.1 and (ii) which is not curable or, if curable, is not cured within five (5) calendar days after written notice thereof is delivered by the Purchaser to the othersSeller; provided, upon that the mutual written consent Purchaser may not terminate this Agreement pursuant to this Section 7.1(c) if Purchaser is in material breach of this Agreement and; provided further, that it is understood that the failure to cause an Assumed Contract to be assigned to Purchaser due to Purchaser's failure to provide evidence of adequate assurance of future performance under any such Assumed Contract to the satisfaction of the Acquiring Parties Bankruptcy Court shall not itself constitute a breach of a covenant or failure of a condition allowing the Purchaser to terminate this Agreement or to require a reduction or other adjustment of or to the Purchase Price; (d) by the Seller, if (x) any of the representations and warranties of the Transferor PartiesPurchaser contained in this Agreement shall fail to be materially true and correct, or (y) there shall be a material breach by the Purchaser of its covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 6.1 and (ii) which is not curable or, if curable, is not cured within five (5) calendar days after written notice thereof is delivered by the Seller to the Purchaser; provided, that the Seller may not terminate this Agreement pursuant to this Section 7.1(d) if any Seller is in material breach of this Agreement; (e) intentionally omitted; or (df) By either by the Acquiring Parties Purchaser (on provided that the one hand) or the Transferor Parties (on the other handPurchaser is not then in material breach of any provision of this Agreement), if any of the Transferor Parties, on following shall occur: (i) the one hand, Bankruptcy Case is dismissed or any converted to Chapter 7 of the Acquiring Parties, on Bankruptcy Code or a chapter 11 trustee is appointed for the other hand, has materially breached any representations, warranty, covenant or agreement contained herein Seller; or (provided that such breach is not ii) intentionally omitted; or (iii) if the result of any breach of any covenant, representation or warranty by the terminating parties), which breach Sale Approval Order has not been cured within 30 calendar days following written notice of such breach entered by the terminating partiesBankruptcy Court on or before June 19, and such breach renders 2009; provided, however; that the conditions Purchaser shall not be entitled to exercise its rights under this clause (iii) if the Sale Order has been entered by the Bankruptcy Court prior to the terminating parties’ obligation to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedPurchaser exercising such rights.

Termination Prior to Closing. Notwithstanding any contrary provisions of this AgreementExcept as provided in Section 8.1 hereof, the respective obligations of representations, warranties, covenants and agreements made pursuant to this Agreement may be terminated, and the Parties to consummate the Closing Transactions may be terminated and abandoned at any time at or before prior to the Closing only as follows:(a “Termination”): (a) By and at the option of any by mutual written consent of the Acquiring Parties Company and the Investor; (b) either by the Company (upon written notice to the Investor) or by the Investor (upon written notice to the Company), if the Closing with respect to the Securities has not occurred by one hundred eighty (180) days following the Effective Date (the “Termination Date”); provided, however, that if on the Termination Date, any Required Governmental Approval shall not have occurred been obtained and all other conditions to Closing contained in Section 6.1 and Section 6.2 (other than those conditions which, by September 30their terms, 2013are to be satisfied or waived at the Closing), then the original Termination Date will automatically be extended by an additional ninety (90) days; provided provided, further, if on such extended Termination Date any Required Governmental Approval shall not have been obtained and all other conditions to Closing contained in Section 6.1 and Section 6.2 (other than those conditions which, by their terms, are to be satisfied or waived at the Closing), then such extended Termination Date will automatically be extended by an additional ninety (90) days; provided, further, however, that none of the Acquiring Parties right to terminate this Agreement under this Section 8.1(b) shall have breached in not be available to any material respect their respective obligations Party whose failure to fulfill any obligation under this Agreement in any manner that shall have has been the proximate primary cause of, or primarily resulted in, the failure to consummate the Closing; (b) By and at the option of any of the Transferor Parties if the Closing shall not have occurred by September 30, 2013, provided that none of the Transferor Parties shall have breached in any material respect their respective obligations under this Agreement in any manner that shall have been the proximate cause of, to occur on or resulted in, the failure to consummate the Closingbefore such date; (c) At any time, without liability of any party either by the Company (upon written notice to the othersInvestor) or by the Investor (upon written notice to the Company), upon if there shall be any Law that makes the mutual written consent of Transactions illegal or if any Order enjoining the Acquiring Parties Investor, Tiptree or the Company from consummating the Transactions is entered and the Transferor Parties; orsuch Order shall become final and nonappealable; (d) By either by the Acquiring Parties Company (on upon written notice to the one hand) or the Transferor Parties (on the other handInvestor), if in the event of a breach by the Investor of any representation or warranty or of the Transferor Parties, on the one hand, or any of the Acquiring Parties, on the other hand, has materially breached any representations, warranty, covenant or agreement contained herein (provided that such breach is not the result of any breach of any covenant, representation or warranty by the terminating parties), which breach has not been cured or is not curable within 30 calendar the earlier of (i) thirty (30) days following after written notice thereof is given by the Company to the Investor and (ii) the Termination Date; provided, however, that neither the Company nor Tiptree is then in breach of this Agreement such that the Investor would have a right to terminate this Agreement pursuant to Section 8.1(e) (disregarding any cure period thereunder). (e) by the Investor (upon written notice to the Company), in the event of a breach by the terminating parties, and such breach renders Company or Tiptree of any representation or warranty or of any covenant or agreement contained herein that has not been cured or is not curable within the conditions earlier of (i) thirty (30) days after written notice thereof is given by the Investor to the terminating parties’ obligation Company and (ii) the Termination Date; provided, however, that the Investor is not then in breach of this Agreement such that the Company would have a right to close, set forth in Article 6 or Article 7, as the case may be, incapable of being satisfiedterminate this Agreement pursuant to Section 8.1(d) (disregarding any cure period thereunder).