Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers and Buyer; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or prior to the Closing Date by as follows: (a) By the mutual written consent of Sellers the Sellers, on the one hand, and Buyer; , on the other hand; (b) By Buyer at any time prior to the Closing, if (i) the Sellers or the Companies are in breach of the representations, warranties or covenants made by the Sellers or the Companies, respectively, in this Agreement, (ii) on such breach is not cured or capable of being cured by the earlier of the day prior to the Closing Termination Date by Buyer, if any and thirty (30) days following written notice of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily such breach from Buyer breaching any representation, warranty, or covenant herein(to the extent such breach is curable) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers such breach, if any of not cured, would render the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.17.3 incapable of being satisfied; provided, however, that Buyer shall not be entitled to terminate this Agreement pursuant to this Section 9.1(b) if Buyer has breached this Agreement and such breach has resulted in the failure of a condition in Sections 7.1 or 7.2 to be satisfied; (c) By the Sellers at any time prior to the Closing, if (i) Buyer 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 Sellers (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 Sellers shall not be entitled to terminate this Agreement pursuant to this Section 9.1(c) if the Sellers or the Companies have breached this Agreement and such breach has resulted in the failure of a condition in Sections 7.1 or 7.3 to be satisfied; (d) By the Sellers, on the one hand, or Buyer, on the other hand, if the Closing shall not have occurred by February 28, 2020 (the “Termination Date”); provided, however, that (i) the Sellers shall not be entitled to terminate this Agreement pursuant to this Section 9.1(d) if the Sellers or the Companies have breached this Agreement and such breach has resulted in the failure of a condition in Sections 7.1 or 7.3 to be satisfied and (ii) Buyer shall not be entitled to terminate this Agreement pursuant to this Section 9.1(d) if Buyer has breached this Agreement and such breach has resulted in the failure of a condition in Sections 7.1 or 7.2 to be satisfied; or (e) By the Sellers, on the one hand, or Buyer, on the other hand, if (i) the Contemplated Transactions shall violate any Order that shall have become final and nonappealable or (ii) there shall be a Law which makes the Contemplated Transactions illegal or otherwise prohibited; provided, however, that the Party seeking termination pursuant to this Section 9.1(e) is not then in material breach of this Agreement.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this (a) This Agreement may be terminated in writing at any time: time prior to the Closing: (i) by the mutual written consent of the Buyer and the Sellers; (ii) by the Buyer or the Sellers if the Closing shall not have occurred on or before May 8, 2017 (the “Outside Date”); provided, that the right to terminate this Agreement under this clause (ii) shall not be available to any Party whose failure to fulfil any obligation under this Agreement shall have been the direct cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Closing Date Outside Date; (iii) by mutual written consent 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 Buyer; has not been cured, or is incapable of being cured, by the Sellers by the later of (ii1) on or at least five (5) Business Days prior to the Closing Outside Date or (2) within 30 days of receipt by Buyerthe Sellers of notice of such breach; (iv) by the Sellers, if the Sellers are not then in material breach of any provision of the conditions specified in Article 7 this Agreement, if (A) a breach of any provision of this Agreement have not has been satisfied and cancommitted 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) 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 have no effect, without any liability or obligation on the Closing Date part of the Buyer or the Sellers (unless or any stockholder, director, officer, employee, agent, consultant or other representative of such Party), other than under the failure results primarily 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 Buyer breaching any liability to another for any material breach of any representation, warranty, covenant or covenant herein) and shall not have been waived by Buyer; (iii) on or obligation contained in this Agreement prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warrantysuch termination, or covenant herein) for actual fraud, and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoingin each case, the parties hereto confirm non-breaching Party shall be entitled to all rights and agree to extend the termination date set forth remedies available at law or in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1equity.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual mutual, written consent of Sellers and BuyerBuyers; (ii) on by Buyers by written notice to Sellers if any event occurs or prior condition exists which causes Sellers to be unable to satisfy one or more conditions to the Closing Date obligations of Buyers to consummate the transactions contemplated by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyeras set forth in Section 7; (iii) on by Sellers by written notice to Buyers if any event occurs or prior condition exists which causes Buyers to be unable to satisfy one or more conditions to the Closing Date obligation of Sellers to consummate the transactions contemplated by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellersas set forth in Section 8; (iv) by Buyer either party if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General and Reporter of the State of Tennessee, continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period, or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing Date shall not have taken place on or before March 15:00 p.m. Central Time on August 31, 2004 2024 (which date may be extended by mutual written agreement of Buyer Sellers and Sellers, such extension not to be unreasonably withheldBuyers), provided that the right to terminate pursuant to this subsection (vi) shall not be available to any party whose material failure to fulfill any obligation under this Agreement has been the principal cause of, or resulted in, the failure of the Closing to occur by such date; (v) by either Sellers or Buyer Buyers pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree ; or (vii) by Buyers pursuant to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.16.3 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein in this Agreement to the contrary, this Agreement and the transactions contemplated by this Agreement may not be terminated at any time: terminated, except prior to Closing as follows: (i) on or prior to the Closing Date by mutual written consent in writing of Sellers Seller and Buyer; ; (ii) on or prior to the Closing Date by Buyer, on the one hand, or Seller, on the other hand, at any time after July 31, 2011 (the “Outside Date”), if the Closing has not occurred by such date subject however to the right of Buyer or Seller to extend the Outside Date as set forth below; provided, that the right to terminate this Agreement under this Section 11.1(a)(ii) is not available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date, provided further, that if the Closing has not occurred due to or related to either (x) the conditions set forth in Sections 9.2 or 10.2 not having been satisfied or (y) because MC shall not have obtained any approvals of the shareholders of MC which it has determined in its reasonable discretion are required under the Delaware General Corporation Law for MC to authorize Seller to consummate the transactions contemplated under this Agreement, then in either of such events, Buyer or Seller may elect, by providing written notice to the other party hereto, to extend the Outside Date to August 31, 2011, provided that the right to so extend under this Section 11.1(a)(ii) is not available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by July 31, 2011. (iii) by Seller if Buyer or Xx. Xxxxxx breach in any material respect any of the conditions specified representations, warranties, covenants or other agreements of Buyer or Xx. Xxxxxx contained in Article 7 this Agreement, which would give rise to the failure of this Agreement have not been satisfied and a condition set forth in Section 9.1, which breach cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have has not been satisfied and cannot be satisfied prior cured within fifteen (15) days after the giving of written notice by Seller to Buyer or on Xx. Xxxxxx as the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; applicable specifying such breach; (iv) by Buyer if Seller breaches in any material respect any of the representations, warranties, covenants or Sellers if other agreements of Seller contained in this Agreement, which would give rise to the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement failure of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date a condition set forth in subparagraph (iv) above for a period of up to Section 10.1, which breach cannot be or has not been cured within fifteen (15) days in after the giving of written notice by Buyer to Seller specifying such breach; or (v) by Buyer or Seller, if any court or any other Governmental Entity issues an order restraining or prohibiting such party from consummating the sale and purchase of the Equity Interest or the full payment of the Xxxxx Obligations as provided herein and such order becomes final and non-appealable. (b) In the event any regulatory approval of a Governmental Entity required hereby has not been received as that this Agreement is terminated pursuant to Section 11.1(a), all further obligations of the anticipated Closing Date parties under this Agreement shall terminate without further liability of any party to another; provided that (x) nothing in this Section 11.1 shall relieve Seller or Buyer, Company and Xx. Xxxxxx of any liability for an intentional breach of any covenant in this Agreement prior to the date of termination, (y) Buyer shall be entitled to seek the remedy of specific performance as set forth in Section 2.112.2, and (z) Seller shall be entitled to the Buyer Termination Fee as set forth in Section 12.3.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated terminated, and the transactions contemplated by this Agreement abandoned, at any time: time prior to the Closing, upon written notice by the terminating party to the other party: (ia) by the mutual written consent of the ParentCo (on behalf of itself and the Sellers) and the Purchaser; (b) by the Purchaser, if the Closing shall not have occurred prior to July 10, 2009; provided, however, that Purchaser shall have the right to extend such date up to July 31, 2009 (such day, as may be extended by Purchaser, being referred hereto as the “Termination Date”) if the Purchaser certifies in writing on or prior to July 8, 2009 that the Closing Date by mutual written consent of Sellers Purchaser is ready, willing and Buyer; (ii) on able to close the transactions contemplated in this Agreement except for the Sellers’ failure to meet one or prior to the Closing Date by Buyer, if any more of the closing conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.5 (which such conditions shall also be specified in writing with reasonable detail to permit the Sellers to identify what action, if any, are required in order to satisfy such condition or conditions); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to the Purchaser if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date or; (c) by ParentCo, if the Closing shall not have occurred prior to the Termination Date; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to ParentCo if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date; (d) by the Purchaser, if the Sellers breach or fail to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 5,

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or time prior to the Closing Date Closing: (a) by the mutual written consent of Sellers Purchaser and Buyer; the Securityholders’ Agent; (iib) on by either Purchaser or prior to the Stockholders if the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) consummated on or prior to before 12 p.m. Eastern time on March 1, 2018 (the Closing “Termination Date”); provided, that, if on the Termination Date by Sellers if any of the conditions specified to Closing set forth in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to Section 7.1(c) or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant hereinSection 7.1(d) and shall not have been satisfied or waived, but all other conditions to Closing shall have been satisfied or waived (other than those conditions which by Sellers; (iv) by Buyer their nature can only be satisfied at or Sellers immediately prior to the Closing, which conditions would be satisfied if the Closing Date were the Termination Date), then the Termination Date shall automatically be extended by one ninety (90) day period; provided, however, that neither Purchaser nor the Stockholders may terminate this Agreement pursuant to this ‎Section 9.1(b) if the Closing shall not have taken place on been consummated by such date by reason of the failure of such party to perform in all material respects any of its covenants or before March 1, 2004 agreements contained in this Agreement; (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (vc) by either Sellers Purchaser or Buyer pursuant the Stockholders upon written notice given to Section 12.1 hereof. Notwithstanding the foregoingother if any Governmental Authority will have issued a final, non-appealable order enjoining or otherwise prohibiting the parties hereto confirm transactions the contemplated hereby or there shall be any Law enacted or deemed applicable to the transactions contemplated hereby that makes the consummation of such transactions illegal; (d) by Purchaser if it is not in material breach of its obligations under this Agreement, and agree to extend if there shall have been a material breach by the termination date set forth Company or any of the Stockholders of any of their respective representations, warranties, covenants or agreements contained in subparagraph (iv) above for a period of up to fifteen (15) days this Agreement, which breach would result in the event any regulatory approval of a Governmental Entity required hereby has not been received as failure to satisfy one or more of the anticipated Closing Date conditions set forth in Section 2.17.2(a) and such breach (if curable) has not been cured within twenty (20) days after notice thereof by Purchaser to the Company or Securityholders’ Agent, as applicable; or (e) by the Company if it is not in material breach of its obligations under this Agreement, and if there shall have been a material breach by Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in ‎Section 7.3(a) and such breach (if curable) has not been cured within twenty (20) days after notice thereof by the Company to Purchaser.

Termination Prior to Closing. Notwithstanding anything herein to This Agreement and the contrary, this Agreement transactions contemplated hereby may be terminated at any time: (i) on or time prior to the Closing Date Closing: (a) by mutual written consent of Sellers Buyer and Buyer; Seller; (iib) on or prior to the Closing Date by Buyer, if Seller shall have breached or failed to perform in any material respect any of the conditions specified in Article 7 of its obligations, covenants or agreements under this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warrantyAgreement, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified representations and warranties of Seller set forth in Article 8 of this Agreement have not been satisfied and canshall not be satisfied prior true in any material respect, and such breach, failure or misrepresentation is not cured to Buyer's reasonable satisfaction within 10 days after Buyer gives Seller written notice identifying such breach, failure or on misrepresentation; (c) by Seller, if Buyer shall have breached or failed to perform in any material respect any of its obligations, covenants or agreements under this Agreement, or any of the representations and warranties of Buyer set forth in this Agreement shall not be true in any material respect, and such breach, failure or misrepresentation is not cured to Seller's reasonable satisfaction within 10 days after Seller gives Buyer written notice identifying such breach, failure or misrepresentation; (d) by Buyer, if the conditions set forth in section 7.01 become incapable of satisfaction; (e) by Seller, if the conditions set forth in section 7.02 become incapable of satisfaction; (f) by Seller or Buyer if the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place occurred on or before March 1December 31, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld)2001, or (vsuch other date, if any, as Seller and Buyer may agree in writing, except that this Agreement may not be terminated under this section 8.01(f) by either Sellers any party that is in material breach of any representation or Buyer warranty or in material violation of any covenant or agreement contained herein; or (g) by Seller, if it receives a Superior Proposal pursuant to section 4.04. Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.18.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or prior to the Closing Date by as follows: (a) By the mutual written consent of Sellers Seller, on the one hand and Buyer, on the other hand; EXECUTION VERSION (b) By Buyer at any time prior to the Closing, if (i) Seller is in breach of or has failed to perform any of the representations, warranties or covenants made by Seller in this Agreement, (ii) on such breach or failure is not cured or capable of being cured by the earlier of the day prior to the Closing Termination Date by Buyerand thirty (30) days following written notice of such breach or failure from Buyer (to the extent such breach or failure is curable) and (iii) such breach or failure, if not cured, would render the conditions set forth in Sections 6.1 or 6.3 incapable of being satisfied; (c) By Seller at any time prior to the Closing, if (i) Buyer is in breach of or has failed to perform any of the conditions specified representations, warranties or covenants made by it in Article 7 this Agreement, (ii) such breach or failure is not cured or capable of this Agreement have not been satisfied and cannot be satisfied being cured by the earlier of the day prior to the Termination Date and thirty (30) days following written notice of such breach or failure from Seller (to the extent such breach or failure is curable) and (iii) such breach or failure, if not cured, would render the conditions set forth in Sections 6.1 or 6.2 incapable of being satisfied; (d) By Seller, on the one hand or Buyer, on the other hand, if the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived occurred by December 31, 2018 (the “Termination Date”); provided, however, that (i) Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.1(d) if Seller has breached this Agreement and such breach has resulted in the failure of a condition in Sections 6.1 or 6.3 to be satisfied and (ii) Buyer shall not be entitled to terminate this Agreement pursuant to this Section 7.1(d) if Buyer has breached this Agreement and such breach has resulted in the failure of a condition in Sections 6.1 or 6.2 to be satisfied; or (e) By Seller, on the one hand or Buyer, on the other hand, if (i) the Contemplated Transactions shall violate any Order that shall have become final and nonappealable or (ii) there shall be a Law which makes the Contemplated Transactions illegal or otherwise prohibited; (iiiprovided, however, that the party seeking termination pursuant to this Section 7.1(e) on or prior to the Closing Date by Sellers if any of the conditions specified is not then in Article 8 material breach of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1Agreement.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or prior to the Closing Date by as follows: (a) By the mutual written consent of Sellers the Seller, on the one hand, and Buyer; Bxxxx, on the other hand; (b) By Buyer at any time prior to the Closing, if (i) the Seller or Holdings are in breach of the representations, warranties or covenants made by the Seller or Holdings, respectively, in this Agreement, (ii) on such breach is not cured or capable of being cured by the earlier of the day prior to the Closing Termination Date by Buyer, if any and thirty (30) days following written notice of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily such breach from Buyer breaching any representation, warranty, or covenant herein(to the extent such breach is curable) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers such breach, if any of not cured, would render the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.17.3 incapable of being satisfied; provided, however, that Buyer shall not be entitled to terminate this Agreement pursuant to this Section 9.1(b) if Buyer has breached this Agreement and such breach has resulted in the failure of a condition in Sections 7.1 or 7.2 to be satisfied; (c) By the Seller at any time prior to the Closing, if (i) Buyer 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 Seller (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 Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.1(c) if the Seller or Holdings have breached this Agreement and such breach has resulted in the failure of a condition in Sections 7.1 or 7.3 to be satisfied; (d) By the Seller, on the one hand, or Buyer, on the other hand, if the Closing shall not have occurred by January 31, 2023 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(d) is not available to any Party whose breach of any provision of this Agreement primarily results in or causes the failure of the transactions contemplated by this Agreement to be consummated by such time; or (e) By the Seller, on the one hand, or Buyer, on the other hand, if (i) the Contemplated Transactions shall violate any Order that shall have become final and nonappealable or (ii) there shall be a Law which makes the Contemplated Transactions illegal or otherwise prohibited; provided, however, that the Party seeking termination pursuant to this Section 9.1(e) is not then in material breach of this Agreement.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime prior to the Closing: (i) on or prior to the Closing Date by mutual written consent of Sellers Buyer and BuyerSeller Group; (ii) on by either Buyer or Seller Group in the event the Attorney General has failed to approve the transaction prior to the Closing Date by BuyerOctober 31, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer2013; (iii) on by Buyer or prior Seller Group in the event that the MDCH has failed to issue the Closing Date by Sellers if any Certificate(s) of the conditions specified in Article 8 of Need required pursuant to this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by SellersAgreement; (iv) by Buyer pursuant to Sections 2.6, 6.10 or Sellers 11.19(b); (v) by Buyer or Seller Group if the Closing Date shall not have taken place on or before March 111:59 p.m. on October 31, 2004 2013; (which date may be extended vi) by mutual Buyer if a breach of any provision of this Agreement has been committed by Seller Group and not been cured within 30 days after written agreement notice thereof; and (vii) by Seller Group if a breach of any provision of this Agreement has been committed by Buyer and Sellersnot been cured within 30 days after written notice thereof. (b) If this Agreement is rightfully terminated pursuant to this Section 9.3, such extension not to be unreasonably withheldthis Agreement (other than Sections 11.5 (Costs of Transaction), or 11.6 (vConfidentiality), 11.12 (No Third- Party Beneficiaries), 11.16 (Entire Agreement/Amendment) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoingand 11.17 (Enforcement Expenses)) shall immediately become null and void, and the parties hereto confirm (and agree any of their respective officers, directors, employees, agents or other representatives or affiliates) shall have no liability or obligation with regard to extend the transactions contemplated hereunder; provided that nothing in this Section 9.3 shall relieve any party from liability for any breach of this Agreement that arose prior to such termination date set forth in subparagraph (iv) above or for any breach that arsises as a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as result of the anticipated Closing Date set forth in Section 2.1wrongful termination of this Agreement.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to becomes impossible or on impractical with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and such condition shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to becomes impossible or on impractical with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Sellers' Seller’s breaching any representation, warranty, or covenant herein) and such condition shall not have been waived by SellersSeller; (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1, 2004 within forty-five (which date may be 45) days after execution of this Agreement unless extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), Seller; or (v) by either Sellers Seller or Buyer pursuant to Section 12.1 14.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or and the Transactions abandoned prior to the Closing Date Closing: (a) by mutual written consent Seller if the condition in Section 3.3(a)(ii) shall have become incapable of Sellers and Buyer; (ii) on or prior to the Closing Date by Buyerfulfillment, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by BuyerSeller; provided, that, Seller may only seek termination pursuant to this Section 7.2(a), if Seller has not breached in any material respect its representations and warranties or covenants in this Agreement, including, without limitation, its obligations under Section 6.10; (iiib) on or prior to by Seller if the Closing Date Required Shareholder Approval is not obtained as required by Sellers if any of the terms and conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to by the Meeting Deadline or on at the EGM or if the Closing Date has not occurred by the Meeting Deadline and the conditions set forth in in Section 3.3(b)(i) are not then satisfied; (unless c) by Seller if the failure results primarily from Sellers' breaching any representationEGM is not held before the Meeting Deadline or Purchaser otherwise breaches its obligations under Section 6.8; (d) subject to Purchaser’s compliance with Section 7.3(b)(ii), warrantyby Purchaser if the condition in Section 3.3(a)(ii) shall have become incapable of fulfillment or if the Required Shareholder Approval is not obtained at the EGM, or covenant herein) and and, in each case, such condition shall not have been waived by SellersPurchaser; provided, that, Purchaser may only seek termination pursuant to this Section 7.2(d), if Purchaser has not breached in any material respect its representations and warranties or covenants in this Agreement, including, without limitation, its obligations under Sections 6.8 and 6.10; or (ive) by Buyer or Sellers Purchaser if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of occurred by the anticipated Closing Date Meeting Deadline and the conditions set forth in Section 2.13.3(c) are not then satisfied. In the event of termination by Seller or Purchaser pursuant to this Section 7.2, written notice thereof shall forthwith be given to the other and this Agreement shall be terminated, without further action by any Party.

Termination Prior to Closing. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Closing, as follows: 16.1.1. by mutual written consent of LANTHEUS and POINT; 16.1.2. POINT’s receipt of written notice from LANTHEUS, that the representations or warranties set forth in Article 10 are not true and correct or if POINT has failed to perform any covenant or agreement on the part of POINT set forth in this Agreement, in either case, such that the condition to Closing set forth in either Section 12.1 or Section 12.2 could not be satisfied and such breach or breaches causing such representations or warranties not to be so true and correct, or such failures to perform such covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to POINT by XXXXXXXX, and (ii) the Termination Date; provided, however, that LANTHEUS is not then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 12.1 or Section 12.3 from being satisfied; 16.1.3. LANTHEUS’s receipt of written notice from POINT, that the representations or warranties set forth in Article 10 are not true and correct or if LANTHEUS has failed to perform any covenant or agreement on the part of LANTHEUS set forth in this Agreement, in either case, such that the condition to Closing set forth in either Section 12.1 or Section 12.3 could not be satisfied and such breach or breaches causing such representations or warranties not to be true and correct, or such failures to perform such covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to LANTHEUS by POINT and (ii) the Termination Date; provided, however, POINT is not then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 12.1 or Section 12.2 from being satisfied; 16.1.4. a Party’s receipt of written notice from the other Party (either LANTHEUS or POINT), if the transactions contemplated by this Agreement will not have been consummated on or prior to June 30, 2023 (the “Termination Date”); provided, that if on the Termination Date the condition set forth in Section 12.1.1 shall not have been satisfied but all the other conditions to Closing set forth in Article 12 have been satisfied (other than those conditions that by their nature cannot be satisfied until the Effective Date), then LANTHEUS, at its sole discretion, may elect to extend the Termination Date to (and including) August 31, 2023 (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); provided that (A) the provisions of Article 14 shall not apply to a Party’s right to terminate this Agreement pursuant to this Section 16.1.4 and a Party’s sole and exclusive remedy in connection with a termination pursuant to this Section 16.1.4 shall be for such Party to seek damages in a court of competent jurisdiction; and (B) the right to terminate this Agreement pursuant to this Section 16.1.4 will not be available to a Party if that Party’s breach of any of its covenants or obligations under this Agreement will have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date; and 16.1.5. a Party’s receipt of written notice from the other Party (LANTHEUS or POINT), in the event of the issuance of any final order, decree or judgment or adoption of any Applicable Law by any Governmental Authority that makes illegal, enjoins or prohibits the transactions effected by this Agreement and such order, decree, judgment or enforcement of the Applicable Law or other action will have become final and nonappealable. 16.1.6. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, any termination under this Agreement may Section 16.1 shall not be terminated at any time: (i) on or prior subject to the Closing Date by mutual written consent of Sellers and Buyer; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date Escalation Procedure set forth in Section 2.12.2.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: time prior to Closing: (i) on or prior to the Closing Date by mutual written consent of Sellers Buyer and Buyer; Sellers; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place occurred on or before March 1September 30, 2004 2008 (which date may the “Outside Date”); provided, however, that this provision shall not be extended by mutual written agreement available to Buyer if Sellers have the right to terminate this Agreement under clause (iv) of Buyer and Sellers, such extension not to be unreasonably withheldthis Section 8.1(a), or and this provision shall not be available to Sellers if Buyer has the right to terminate this Agreement under clause (viii) of this Section 8.1(a); (iii) by either Sellers Buyer if there is a material breach of any representation or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date warranty set forth in subparagraph (iv) above for a period Article III hereof or any covenant or agreement to be complied with or performed by any Seller pursuant to the terms of up to fifteen (15) days in this Agreement or the event any regulatory approval failure of a Governmental Entity required hereby has not been received as of the anticipated Closing Date condition set forth in Section 2.15.1 to be satisfied (and such condition is not waived in writing by Buyer) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 5.1 to be satisfied on or prior to the Closing Date; provided that Buyer may not terminate this Agreement prior to the fifth day following the occurrence of such failure if such failure is capable of being cured and such Seller is using reasonable best efforts to cure such failure; or (iv) by Sellers if there is a material breach of any representation or warranty set forth in Article II hereof or of any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement or the failure of a condition set forth in Section 5.2 to be satisfied (and such condition is not waived in writing by Sellers) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 5.2 to be satisfied on or prior to the Closing Date; provided that Sellers may not terminate this Agreement prior to the fifth day following the occurrence of such failure if such failure is capable of being cured and Buyer is using reasonable best efforts to cure such failure.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller if any of the conditions specified in Article Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' Seller's breaching any representation, warranty, or covenant herein) and shall not have been waived by SellersSeller; (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1June 30, 2004 1999 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheldSeller), provided, however, that a party shall not have the right to terminate under this subsection (iv) if the conditions precedent to such party's obligations to close are fully satisfied and such party has failed or refused to close after being requested in writing to close by the other party; or (v) by either Sellers Seller or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on becomes impossible with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, warranty or covenant herein) and such condition shall not have been waived by BuyerSeller; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on becomes impossible with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Sellers' Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by SellersBuyer; (iv) by Buyer if a Material Adverse Effect shall have occurred to Seller which shall not have been remedied or Sellers cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (v) by Buyer or Seller if the Closing Date shall not have taken place on or before March 1by December 31, 2004 (which date may be 2014 unless extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), Seller; or (vvi) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Buyers and BuyerSellers; (ii) on or prior to the Closing Date by Buyer, Buyers if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived in writing by BuyerBuyers; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived in writing by Sellers; (iv) by Buyer Buyers if there has been any property damage, destruction or loss at any Facility which materially affects the operation of such Facility; (v) by Buyers if Buyers orders a Phase II Environmental Report and an issue relating to Materials of Environmental Concern at any of the Facilities is identified and is unacceptable to Buyers, (vi) by Buyers if Buyers shall not have approved the Schedules in accordance with Section 7.8, (vii) by Buyers or Sellers if the Closing Date shall not have taken place on or before March 111:59.99 P.M. on September 30, 2004 1998 (which date may be extended by mutual written agreement of Buyer Buyers and Sellers, such extension not to be unreasonably withheld), or in any event unless the party desiring to terminate this Agreement is in default hereunder, and (vviii) by either Sellers or Buyer pursuant Buyers if the form of Services Agreement referred to in Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree 10.3 is not acceptable to extend the termination date set forth in subparagraph Buyers. (ivb) above for a period of up to fifteen (15) days in In the event any regulatory approval of a Governmental Entity required hereby has not been received as termination for any of the anticipated Closing Date reasons set forth in Section 2.110.5(a), Buyers shall be entitled to the return of the Deposit.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (ia) on or prior to the Closing Date by mutual mutual, written consent of Sellers Seller and Buyer; (iib) on by Buyer by written notice to Seller if any event occurs or prior condition exists which causes Seller to be unable to satisfy one or more conditions to the Closing Date obligations of Buyer to consummate the transactions contemplated by Buyerthis Agreement as set forth in Section 7; (c) by Buyer by written notice to Seller if there occurs any event, change or development that has had a Material Adverse Effect; (d) by Seller by written notice to Buyer if any event occurs or condition exists which causes Buyer to be unable to satisfy one or more conditions to the obligation of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 8; (e) by Seller or Buyer by written notice to the other party hereto if the conditions specified in Article precedent to Closing set forth on Section 7 of this Agreement or Section 8 have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 15:00 p.m. central time on December 31, 2004 2022 (which date may be extended by mutual written agreement of Buyer Seller and Sellers, such extension not to be unreasonably withheldBuyer), provided that the right to terminate pursuant to this subsection (e) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vf) by either Sellers Seller or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree ; or (g) by Buyer pursuant to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.16.3(d).

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or and the Transactions abandoned prior to the Closing Date Closing: (a) by mutual written consent Seller if the condition in Section 3.3(a)(ii) shall have become incapable of Sellers and Buyer; (ii) on or prior to the Closing Date by Buyerfulfillment, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by BuyerSeller; provided, that, Seller may only seek termination pursuant to this Section 7.2(a), if Seller has not breached in any material respect its representations and warranties or covenants in this Agreement, including, without limitation, its obligations under Section 6.10; (iiib) on or prior to by Seller if the Closing Date Required Shareholder Approval is not obtained as required by Sellers if any of the terms and conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to by the Meeting Deadline or on at the EGM or if the Closing Date has not occurred by the Meeting Deadline and the conditions set forth in in Section 3.3(b)(i) are not then satisfied; (unless c) by Seller if the failure results primarily from Sellers' breaching any representationEGM is not held before the Meeting Deadline or Purchaser otherwise breaches its obligations under Section 6.8; (d) subject to Purchaser's compliance with Section 7.3(b)(ii), warrantyby Purchaser if the condition in Section 3.3(a)(ii) shall have become incapable of fulfillment or if the Required Shareholder Approval is not obtained at the EGM, or covenant herein) and and, in each case, such condition shall not have been waived by SellersPurchaser; provided, that, Purchaser may only seek termination pursuant to this Section 7.2(d), if Purchaser has not breached in any material respect its representations and warranties or covenants in this Agreement, including, without limitation, its obligations under Sections 6.8 and 6.10; or (ive) by Buyer or Sellers Purchaser if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of occurred by the anticipated Closing Date Meeting Deadline and the conditions set forth in Section 2.13.3(c) are not then satisfied. In the event of termination by Seller or Purchaser pursuant to this Section 7.2, written notice thereof shall forthwith be given to the other and this Agreement shall be terminated, without further action by any Party.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: terminated, and the Transaction abandoned, upon notice by the terminating Party to the other Party as follows: (i) on or prior to at any time before the Closing Date Closing, by mutual written consent of Sellers Buyer and Buyer; Seller; (ii) at any time before the Closing, by written notice given by Buyer to Seller, on the one hand, or prior by Seller to Buyer, on the Closing Date other hand, in the event of a breach of the non-terminating Party’s representations, warranties or covenants set forth in this Agreement which would cause the conditions set forth in Section 6.01, in the case of termination by Seller, or Section 7.01, in the case of termination by Buyer, if any of the conditions specified in Article 7 of this Agreement have not to be satisfied, and such breach has not been satisfied and cannot cured or is incapable of being cured within thirty (30) days of notice of such breach; provided however, neither Buyer nor Seller shall be satisfied prior permitted to or on terminate the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant hereinAgreement pursuant to this Section 8.04(a)(ii) and shall not have been waived by Buyer; if such Party is itself in material breach at such time; (iii) on by written notice given by Seller or prior Buyer to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers other Party if the Closing Date shall not have taken place on or before March 1the Closing Date Deadline; provided, 2004 however, that the right to terminate this Agreement under this Section 8.04(a)(iii) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; provided, further, if on the Closing Date Deadline all conditions to the Closing either have been fulfilled (which date may or are then capable of being fulfilled) or waived except the conditions set forth in Sections 6.02(a) and 7.02(a) or Section 7.01(e), then, upon written notice from either Buyer or Seller to the other Party, the Closing Date Deadline shall be automatically extended by mutual written agreement until the earlier of Buyer (A) ninety (90) days following the initial Closing Date Deadline or (B) five (5) Business Days following satisfaction of the conditions set forth in Sections 6.02(a) and Sellers, such extension not to be unreasonably withheld7.02(a), or Section 7.01(e), as applicable, and such date shall become the Closing Date Deadline for purposes of this Agreement; or (viv) by either Sellers written notice given by Seller or Buyer to the other Party if the Closing shall not have taken place on or before the Closing Date Deadline in the event that there shall be in effect at such time any final and nonappealable law or other legal restraint or prohibition preventing or making illegal the consummation of the Transaction; provided, however, that the right to terminate this Agreement pursuant to this Section 8.04(a)(iv) shall not be available to any Party whose breach of any provision of this Agreement is the principal cause of, or resulted in, the application or imposition of such law or other legal restraint or prohibition. (b) If this Agreement is validly terminated pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph 8.04(a)(i) or (iv), this Agreement will be null and void, and there will be no liability or obligation on the part of any Party (or any of their respective Equity holders, officers, directors, trustees, employees, agents, consultants or other representatives). If this Agreement is validly terminated pursuant to Section 8.04(a)(ii) above for a period of up or (iii), each Party shall have at its disposal all rights and remedies available to fifteen (15) days it at law or in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1equity.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Buyer and BuyerColumbia; (ii) by Buyer if on or prior to the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article Section 8 of this Agreement have not been satisfied and canshall not be satisfied prior to or have been waived in writing by Buyer; (iii) by Columbia if on the Closing Date (unless any of the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) conditions specified in Section 9 of this Agreement have not been satisfied and shall not have been waived in writing by SellersColumbia; (iv) by Buyer or Sellers Columbia if the Closing Date shall not have taken place on or before March 111:59 p.m. on December 31, 2004 1998 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheldColumbia), or unless the party desiring to terminate as above provided is in default hereunder; and (v) by either Sellers or Columbia if Buyer has not deposited $10,000,000 in an escrow account to fund part of the Purchase Price prior to 12:00pm central standard time on November 3, 1998, on terms acceptable to Columbia. If this Agreement is validly terminated pursuant to this Section 12.1 hereof. Notwithstanding 11.4, this Agreement (other than Sections 13.6 and 13.7 will immediately become null and void, and there will be no liability or obligation on the foregoing, part of the parties hereto confirm and agree (or any of their respective officers, directors, employees, agents or other representatives or affiliates); provided that if this Agreement is terminated due to extend the termination date set forth in subparagraph (iv) above for a period breach of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as one of the anticipated Closing Date set forth parties to this Agreement or such party's inability to satisfy any condition precedent to Closing, then such breaching party shall remain liable to the non-breaching party for such breach existing at the time of such termination and such non-breaching party may seek any remedies, including damages and fees of attorneys, against the breaching party with respect to such breach as are provided in Section 2.1this Agreement or as are otherwise available at law or in equity.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this (a) This Agreement may be terminated at any time: time prior to Closing without liability as follows: (i) on or prior to by the Closing Date by mutual written consent of Sellers and Buyer; ; (ii) on or prior by Buyer if, after notice and ten (10) Business Days to the Closing Date by Buyercure, if any of the conditions specified set forth in Section 7.3 or Article 7 VI hereof, to which the obligations of this Agreement Buyer is subject, have not been satisfied and cannot be satisfied prior to fulfilled by Sellers or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; ; (iii) on or prior to the Closing Date by Sellers if if, after notice and ten (10) Business Days to cure, any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.17.2 or Article V hereof, to which the obligations of Sellers is subject, have not been fulfilled by Buyer or waived by Sellers; (b) Notwithstanding the termination of this Agreement under Section 7.4(a) or otherwise, the obligations under Sections 4.4, 7.4(b) and 7.4(c) and Articles VIII and IX shall continue. (c) Buyer acknowledges that the information received from Sellers and the Company relating to the Company is confidential and that disclosure of such information to third parties can reasonably be expected to cause harm to Sellers. Buyer agrees that in the event of termination of this Agreement, it shall return to Sellers or destroy all original documents previously delivered to Buyer in connection with this Agreement and all copies thereof, with certification of such action by an officer of Buyer, within thirty (30) days after such termination; provided, however, that nothing herein shall expand or diminish Buyer’s obligations under Section 4.4 or pursuant to the confidentiality agreement between Buyer and Sellers with respect to the transactions contemplated hereby and provided further, that the Receiving Party shall not be obligated to return or destroy any electronic copies that may be stored on the Receiving Party’s back-up tapes or similar archived storage memory, which shall be destroyed or erased in the ordinary course of the Receiving Party’s business.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (ia) on or prior to the Closing Date by mutual mutual, written consent of Sellers Seller and Buyer; (iib) on by Buyer by written notice to Seller if any event occurs or prior condition exists which causes Seller to be unable to satisfy one or more conditions to the Closing Date obligations of Buyer to consummate the transactions contemplated by Buyerthis Agreement as set forth in Section 7; (c) by Buyer by written notice to Seller if there occurs any event, change or development that has had a Material Adverse Effect; (d) by Seller by written notice to Buyer if any event occurs or condition exists which causes Buyer to be unable to satisfy one or more conditions to the obligation of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 8; (e) by Seller or Buyer by written notice to the other party hereto if the conditions specified in Article precedent to Closing set forth on Section 7 of this Agreement or Section 8 have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 15:00 p.m. central time on April 30, 2004 2023 (which date may be extended by mutual written agreement of Buyer Seller and Sellers, such extension not to be unreasonably withheldBuyer), provided that the right to terminate pursuant to this subsection (e) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vf) by either Sellers Seller or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree ; or (g) by Buyer pursuant to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.16.3(d).

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article material condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been cured in material respects by Seller or waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Sellers' Seller’s materially breaching any representation, warranty, its representations or covenant covenants herein) and such breach shall not have been cured in material respects by Seller or waived by SellersBuyer; (iv) by Buyer if a Material Adverse Effect shall have occurred to Trace Regional which shall not have been substantially remedied or Sellers cease to exist, in either case, within ten (10) Business Days after the occurrence thereof; (v) by Buyer or Seller if the Closing Date shall not have taken place on or before March 1by February 5, 2004 (which date may be 2024 unless extended by mutual written agreement of Buyer and SellersSeller, such extension provided that the right to terminate pursuant to this subsection; (vi) shall not be available to be unreasonably withheld)any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vvii) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article material condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date in all material respects (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been cured in material respects by Seller or waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article material condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date in all material respects (unless the failure results directly and primarily from Sellers' Seller’s materially breaching any representation, warranty, its representations or covenant covenants herein) and such breach shall not have been cured in material respects by Seller or waived by SellersBuyer; (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by September 30, 2004 (which date may be 2024 unless extended by mutual written agreement of Buyer and SellersSeller, such extension not provided that the right to be unreasonably withheld), or terminate pursuant to this subsection (v) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by either Sellers such date; or (vi) by Buyer pursuant to Section 12.1 10.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been cured in material respects by Seller or waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if any satisfaction of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Sellers' Seller’s materially breaching any representation, warranty, its representations or covenant covenants herein) and such breach shall not have been cured in material respects by Seller or waived by SellersBuyer; (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by August 7, 2004 (which date may be 2024 unless extended by mutual written agreement of Buyer and SellersSeller, such extension not provided that the right to be unreasonably withheld), or terminate pursuant to this subsection (v) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by either Sellers such date; or (vi) by Buyer pursuant to Section 12.1 10.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein Subject to the contrarySection 6.2, this Agreement may be terminated and the Transaction may be abandoned at any time: (i) on or time prior to the Closing Date Closing: (a) by mutual written consent of Sellers each of the Buyers and the Company; (b) by either the Company or any Buyer; , if a Governmental Authority shall have issued or enacted any Legal Requirement or taken any other action (iiincluding the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting or making illegal the Closing or any transactions contemplated hereunder, which Legal Requirement is final and nonappealable, as applicable; (c) by either the Company or either Buyer, if the Closing shall not have occurred on or prior to 5:00 p.m. Eastern Time on the Closing Date by Buyer, if any date that is five (5) Business Days following the date that is the fifteen (15) month anniversary of the conditions specified in Article 7 Agreement Date; (d) with respect to the obligations of this Agreement have not been satisfied and cannot be satisfied prior the Company or the Issuer to the Buyers, by the Company or on the Closing Date (unless the failure results primarily from Buyer breaching Issuer, upon a material breach of any representation, warranty, covenant or covenant hereinagreement set forth in this Agreement by such Buyer or its respective permitted assignee hereunder (other than a Buyer Default) determined by a final and shall non-appealable judgment or decree of any court of competent jurisdiction, such that the conditions set forth in Section 5.3(a)(i) or Section 5.3(a)(ii) would not have been waived by Buyerbe satisfied as of the Closing; (iii) on or provided that if such breach is curable prior to the Closing Date by Sellers if any through the exercise of Reasonable Efforts, then neither the conditions specified in Article 8 of Company nor the Issuer may terminate this Agreement have not been satisfied and cannot be satisfied under this Section 6.1(d) prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in following the event any regulatory approval receipt of a Governmental Entity required hereby has not been received written notice from the Company to such Buyer of such breach (it being understood that neither the Company nor the Issuer may terminate this Agreement pursuant to this Section 6.1(d) if (i) such breach by the Buyer is cured such that such conditions would then be satisfied as of the anticipated Closing Date or (ii) the Company or the Issuer is in breach of this Agreement such that the conditions set forth in Section 2.15.2(a)(i), Section 5.2(a)(ii) or Section 5.2(a)(iii) would not be satisfied as of the Closing); (e) with respect to the obligations of the Company or the Issuer to the Buyers, by the Company, upon any Buyer failing to pay, and failing to cause to be paid, to the Issuer that portion of the Purchase Price payable by such Buyer, as provided in Section 2.2(a), within five (5) Business Days of such amount becoming due and payable at the Closing hereunder for the Purchased Preferred Units purchased by such Buyer in accordance with the terms of this Agreement and for so long as such failure to pay is ongoing (a “Buyer Default”); (f) with respect to the obligations of the Buyers to the Company or the Issuer, by any Buyer, upon a material breach of any representation, warranty, covenant or agreement set forth in this Agreement by the Company or Issuer 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)(i), Section 5.2(a)(ii) or Section 5.2(a)(iii) 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 such Buyer may not terminate this Agreement under this Section 6.1(f) prior to fifteen (15) days following the receipt of written notice from such Buyer to the Company or the Issuer of such breach (it being understood that the Buyer may not terminate this Agreement pursuant to this Section 6.1(f) if such breach by the Company or the Issuer is cured such that such conditions would then be satisfied as of the Closing); or (g) by either Buyer or the Company in the event that the Merger Agreement is validly terminated in accordance with its terms.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article Section 7 of this Agreement have not been satisfied (except for those conditions relating to documents to be signed or delivered at Closing or actions to be taken at Closing) and canshall not be satisfied prior to or on the Closing Date have been waived by Buyer (unless the failure results primarily from Buyer breaching any representation, warranty, warranty or covenant herein) and shall not have been waived by Buyer); (iii) on or prior to the Closing Date by Sellers Seller, if any of the conditions specified in Article Section 8 of this Agreement have not been satisfied and cannot (except for those conditions relating to documents to be satisfied prior signed or delivered at Closing or actions to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant hereinbe taken at Closing) and shall not have been waived by SellersSeller (unless the failure results primarily from Seller breaching any representation, warranty or covenant herein); or (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before 11:59 p.m. Fort Lauderdale, Florida time on March 131, 2004 2003 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheldSeller), or (v) by either Sellers or Buyer pursuant unless the party desiring to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth terminate as above provided is in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1default hereunder.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated at any time: (i) on or prior to the Closing Date by as follows: (a) By the mutual written consent of Sellers Seller, on the one hand and Buyer; , on the other hand; (b) By Buyer at any time prior to the Closing, if (i) Seller is in breach of or has failed to perform any of the representations, warranties or covenants made by Seller in this Agreement, (ii) on such breach or failure is not cured or capable of being cured by the earlier of the day prior to the Closing Termination Date by Buyerand thirty (30) days following written notice of such breach or failure from Buyer (to the extent such breach or failure is curable) and (iii) such breach or failure, if not cured, would render the conditions set forth in Sections 6.1 or 6.3 incapable of being satisfied; (c) By Seller at any time prior to the Closing, if (i) Buyer is in breach of or has failed to perform any of the conditions specified representations, warranties or covenants made by it in Article 7 this Agreement, (ii) such breach or failure is not cured or capable of this Agreement have not been satisfied and cannot be satisfied being cured by the earlier of the day prior to the Termination Date and thirty (30) days following written notice of such breach or failure from Seller (to the extent such breach or failure is curable) and (iii) such breach or failure, if not cured, would render the conditions set forth in Sections 6.1 or 6.2 incapable of being satisfied; (d) By Seller, on the one hand or Buyer, on the other hand, if the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived occurred by December 31, 2018 (the “Termination Date”); provided, however, that (i) Seller shall not be entitled to terminate this Agreement pursuant to this Section 7.1(d) if Seller has breached this Agreement and such breach has resulted in the failure of a condition in Sections 6.1 or 6.3 to be satisfied and (ii) Buyer shall not be entitled to terminate this Agreement pursuant to this Section 7.1(d) if Buyer has breached this Agreement and such breach has resulted in the failure of a condition in Sections 6.1 or 6.2 to be satisfied; or (e) By Seller, on the one hand or Buyer, on the other hand, if (i) the Contemplated Transactions shall violate any Order that shall have become final and nonappealable or (ii) there shall be a Law which makes the Contemplated Transactions illegal or otherwise prohibited; (iiiprovided, however, that the party seeking termination pursuant to this Section 7.1(e) on or prior to the Closing Date by Sellers if any of the conditions specified is not then in Article 8 material breach of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1Agreement.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article material condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied becomes impossible notwithstanding Buyer’s exercise of its due diligence and cannot be satisfied prior to or on the Closing Date commercially reasonable efforts (unless the failure results primarily in whole or in part from Buyer Buyer’s breaching any representation, warranty, warranty or covenant herein) and such condition shall not have been waived by BuyerSeller; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article material condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied becomes impossible with the exercise of its due diligence and cannot be satisfied prior to or on the Closing Date commercially reasonable efforts (unless the failure results primarily from Sellers' Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by SellersBuyer; (iv) by Buyer or Sellers if a Material Adverse Effect shall have occurred to the Closing Date Healthcare Facilities which shall not have taken place on been remedied or before March 1cease to exist, 2004 in either case, within ten (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld)10) Business Days after the occurrence thereof, or (v) by either Sellers or Seller if the Closing shall not have taken place for any reason other than solely Seller’s failure to perform its material obligations under this Agreement by September 30, 2016 unless extended by mutual agreement of Buyer pursuant and Seller in which event Seller shall be entitled to Section 12.1 hereof. Notwithstanding be paid the foregoing, Escrow Amount (it being agreed by the parties hereto confirm and agree that it would otherwise be difficult or impossible to extend the termination date set forth determine Seller’s damages in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1such event).

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: terminated, and the transactions contemplated by this Agreement abandoned, upon notice by the terminating Party to the other Parties: (i) on or prior to at any time before the Closing Date Closing, by mutual written consent of Sellers Buyer and Buyer; Seller; (ii) by Buyer in accordance with Section 11.6; (iii) at any time before the Closing, by VHFC or Buyer on the one hand, or prior Seller on the other hand, in the event of material breach of this Agreement by the non-terminating Party; (iv) if the satisfaction of any condition to such Party’s obligations under this Agreement becomes impossible or impracticable with the Closing Date use of commercially reasonable efforts and the failure of such condition to be satisfied is not caused by Buyera breach by the terminating Party; (v) at any time after July 1, 2002, by Seller if any of the conditions specified in Article 7 of transactions contemplated by this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) consummated on or prior before such date and such failure to consummate is not caused by a breach of this Agreement by Seller or UCH; (vi) at any time after July 1, 2002, by Buyer if the Closing Date transactions contemplated by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied consummated on or before such date and cansuch failure to consummate is not be satisfied prior to caused by a breach of this Agreement by VHFC or on the Closing Date Buyer; or (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (ivvii) by Buyer if, since February 28, 2002, any event, occurrence or Sellers if the Closing Date shall not development of a state of circumstances or facts has occurred which has had or reasonably could be expected to have taken place on or before March 1, 2004 a Material Adverse Effect; (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (vviii) by either Sellers Seller if, as a result of an Alternative Proposal received by Seller from a Person other than Buyer or any of its Affiliates, the board of governors of Seller determines in good faith that its fiduciary obligations under applicable law require that such Alternative Proposal be accepted; provided that (i) the board of governors of Seller shall have determined in good faith on the basis of oral or written advice of outside counsel that such action is required by its fiduciary obligations under applicable law after considering applicable provisions of state law and after giving effect to all concessions, if any, which have been offered by Buyer pursuant to clause (ii) of this paragraph, and (ii) prior to any such termination, Seller shall, and shall cause its financial and legal advisors to, negotiate with Buyer to make such adjustments in the terms and conditions of this Agreement as would enable Buyer to proceed with the transactions contemplated hereby; (b) No termination shall be effective pursuant to Section 12.1 hereof. Notwithstanding the foregoing11.5(a)(viii) unless concurrently with such termination, the parties hereto confirm and agree to extend termination fee is paid in full by Seller in accordance with the termination date set forth in subparagraph (iv) above for a period provisions of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.111.7.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Buyer and BuyerSeller; (ii) on or prior to the Closing Date by Buyer, Buyer if there has been a material and adverse change in the financial condition or prospects for future results of operations of the Surgery Center since the date hereof; (iii) on the Closing Date by Buyer if any of the conditions specified in Article 7 VIII of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and satisfaction of such condition shall not have been waived by Buyer; (iiiiv) on or prior to the Closing Date by Sellers Seller if any of the conditions specified in Article 8 IX of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and satisfaction of such condition shall not have been waived by SellersSeller; and (ivv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before 11:59 p.m. on March 131, 2004 2006 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheldSeller), or (v) by either Sellers or Buyer unless the party desiring to terminate as above provided is in default hereunder. If this Agreement is validly terminated pursuant to this Section 12.1 hereof. Notwithstanding 10.2, this Agreement (other than Sections 12.4 and 12.16) will immediately become null and void, and there will be no liability or obligation on the foregoing, part of the parties hereto confirm and agree (or any of their respective officers, directors, partners, employees, agents or other representatives or affiliates); provided, however, that if this Agreement is terminated due to extend the termination date set forth in subparagraph (iv) above for a period breach of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as one of the anticipated Closing Date set forth parties to this Agreement then such breaching party shall remain liable to the non-breaching party for such breach existing at the time of such termination and such non-breaching party may seek any remedies, including damages and attorneys fees, against the breaching party with respect to such breach as are provided in Section 2.1this Agreement or as are otherwise available at law or in equity.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Sellers' Seller’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been waived by SellersSeller; (iv) by Seller if Buyer shall have advised Seller in writing by November 30, 2023 that Buyer has completed its due diligence investigation of Southern on a basis unsatisfactory to Buyer, (v) by Buyer if a Material Adverse Effect shall have occurred to Southern which shall not have been remedied or cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by December 31, 2004 (which date may be 2023 unless extended by mutual written agreement of Buyer and SellersSeller, such extension provided that the right to terminate pursuant to this subsection (vi) shall not be available to be unreasonably withheld)any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vvii) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this (a) This Agreement may be terminated in writing at any time: time prior to the Closing: (i) by the mutual written consent of Buyer and Seller; (ii) by Buyer or Seller if the Closing shall not have occurred on or before August 28, 2017 (the “Outside Date”); provided, that the right to terminate this Agreement under this clause (ii) shall not be available to any Party whose failure to fulfil any obligation under this Agreement shall have been the direct cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Closing Date by mutual written consent of Sellers and Buyer; Outside Date; (iiiii) on or prior to the Closing Date by Buyer, if (A) a material breach of any provision of this Agreement has been committed by Seller such that the condition set forth in Section 2.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of Seller contained in this Agreement such that the condition set forth in Section 2.2(a) 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 Seller by the later of (1) at least five (5) Business Days prior to the Outside Date or (2) within 30 days of receipt by Seller of notice of such breach, but only so long as Buyer is not then in breach of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a conditions set forth in Section 2.3(a) or Section 2.3(b); (iv) by Seller, if (A) a material breach of any provision of this Agreement has been committed by Buyer such that the condition set forth in Section 2.3(b) would not be satisfied, or (B) there exists a breach of any representation or warranty of Buyer contained in this Agreement such that the condition set forth in Section 2.3(a) 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 Buyer at least five (5) Business Days prior to the Outside Date, but only so long as Seller is not then in breach of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a conditions set forth in Section 2.2(a) or Section 2.2(b); or (v) by Seller, if (A) all of the conditions specified set forth in Article 7 Section 2.2 and Section 2.3 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which, at the applicable time including at the time of termination, is capable of being satisfied at the Closing) or waived (to the extent permitted hereunder and by applicable Law), (B) Seller has irrevocably given notice to Buyer in writing that it is prepared, willing and able to consummate the Closing (the “Satisfaction Notice”) and (C) Buyer failed to consummate the Closing on the date the Closing was required to have occurred pursuant to Section 2.1 (taking into account the proviso thereto) and thereafter fails to consummate the Closing by the close of business on the fifth (5th) Business Day following receipt of the Satisfaction Notice. (b) In the event of termination of this Agreement by either Buyer or Seller as provided in Section 2.5(a), this Agreement shall forthwith become void and have not been satisfied and cannot be satisfied prior to no effect, without any liability or obligation on the Closing Date part of Buyer or Seller (unless or any Related Party of such Party), other than under the failure results primarily provisions of this Section 2.5(b), Section 2.6, Section 3.17, Article 8 (Miscellaneous) and Article 7 (Definitions; Construction) (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 (i) Seller from any liability to Buyer breaching for any material breach of any representation, warranty, covenant or covenant herein) and shall not have been waived by Buyer; (iii) on or obligation prior to the Closing Date by Sellers if such termination of any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representationcovenant, warrantyobligation, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer representation or Sellers if the Closing Date shall not have taken place on warranty contained in this Agreement, or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld)for actual fraud, or (vii) by either Sellers or Buyer from liability pursuant to Section 12.1 hereof. Notwithstanding and only in accordance with the foregoing, the parties hereto confirm terms and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date conditions set forth in Section 2.12.6(a) below.

Termination Prior to Closing. Notwithstanding anything herein any contrary provisions of this Agreement, the respective obligations of the Parties hereto to consummate the contrarytransactions contemplated by this Agreement, this Agreement including the Asset Purchase, may be terminated and abandoned at any time: (i) on or prior to time before the Closing Date by only as follows: (a) Upon the mutual written consent of Sellers Buyer and Buyer; Seller; (b) by either Party if (i) all of the conditions to the other Party’s obligations set forth in Sections 6.1 and 6.2 if such other Party is Buyer and Sections 6.1 and 6.3 if such other Party is Seller, as applicable, have been satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing itself, but subject to the ability of such conditions to be satisfied at the Closing) if the Closing Date were the date the Closing should have occurred pursuant to Section 3.1, (ii) on or prior such other Party fails to consummate the Closing Date within ten (10) Business Days following the date the Closing should have occurred pursuant to Section 3.1, (iii) such Party has confirmed by Buyer, if any written notice to such other Party that (A) all of the conditions specified to such Party’s obligations set forth in Sections 6.1 and 6.3, if such Party is Seller and Sections 6.1 and 6.2 if such Party is Buyer, as applicable, have been satisfied or that it will waive any unsatisfied conditions to such Party’s obligations in Article 7 of this Agreement have not been satisfied VI, as applicable, and cannot be satisfied prior (B) such Party is ready, willing and able to or on and will consummate the Closing, and (iv) the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived consummated by Buyerthe close of business on the second Business Day after delivery of such notice; or (iiic) on or prior By either Party, by written notice to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers other Party if the Closing Date shall has not have taken place occurred on or before March 1one-hundred twenty (120) days from the Effective Date for any reason; provided, 2004 (which date may however, that the right to terminate this Agreement under this Section 9.1(c) shall not be extended by mutual written agreement available to any Party whose material breach of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date any provision set forth in subparagraph (iv) above for a period of up to fifteen (15) days this Agreement has resulted in the event any regulatory approval of a Governmental Entity required hereby has not been received as failure of the anticipated Closing Date set forth in Section 2.1to occur on or before such date.