TERMINATION Section 13.1.    Termination Sample Clauses

TERMINATION Section 13.1.    Termination. This Agreement may be terminated at any time prior to Closing: (a) By mutual written consent of Northwest and Fiduciary Counselors; (b) By Northwest, if (i) there has been a material breach of any representation or warranty made by Fiduciary Counselors in this Agreement or (ii) Fiduciary Counselors fails to perform or comply in all material respects with any covenant or agreement contained in this Agreement required to be performed or complied with by Fiduciary Counselors, provided that, in either case, such breach or noncompliance is not capable of being cured or has not been cured within 14 days after notice by Northwest specifying such breach or noncompliance; (c) By Fiduciary Counselors, if (i) there has been a material breach of any representation or warranty made by Northwest or Pinnacle Corp. in this Agreement or (ii) Northwest or Pinnacle Corp. fails to perform or comply in all material respects with any covenant or agreement contained in this Agreement required to be performed or complied with by Northwest or Pinnacle Corp., provided that, in either case, such breach or noncompliance is not capable of being cured or has not been cured within 14 days after notice by Fiduciary Counselors specifying such breach or noncompliance; or (d) By Pinnacle Airlines, Pinnacle Corp., Northwest or Fiduciary Counselors, if any Governmental Authority has issued an order, failed to take any action which would have the effect of declining to issue a Consent or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, the Plan Fiduciary Agreement and the Second Tax Sharing Agreement, and such action will have become final and nonappealable.