Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing: (a) by mutual written agreement of the Company and Parent; (b) by the Company or Parent if the Closing shall not have been consummated prior to August 31, 2007 (the “Termination Date”); provided that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are the only conditions remaining to be satisfied on such date (other than those conditions that are capable of being satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to terminate this Agreement under this Section 14.1 shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by the Company, provided that the Company is not then in breach of any of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Termination Date; (d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (f) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (g) by the Company if the Commitment Letter is terminated and not replaced in full within thirty (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate this Agreement pursuant to this Article XIV shall give written notice of such termination to the other party in accordance with Section 16.8 hereof.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing: (a) by mutual written agreement consent of the Company and Parent; (b) by the Company or Parent if Parent's stockholders fail to approve an increase in the Closing shall not have been consummated prior authorized number of shares of Parent Stock at the annual meeting of Parent's stockholders to August 31be held May 15, 2007 2006 (or any adjournment thereof); (c) by Parent if the “Termination Date”); provided that the Parent Company has breached any representation, warranty, covenant or the Stockholders’ Representative may extend agreement contained in this Agreement and as a result of such date by one (1) additional month if breach the conditions set forth in Sections 11.2 and 11.4 are 12.1 (assuming the only conditions remaining to be satisfied on accuracy of such date (other than those conditions that are capable representation or warranty were also measured for purposes of being satisfied only Section 12.1 as of the Closingdate hereof) and 12.2 hereof, as the case may be, would not then be satisfied; provided, however, that if such party reasonably believes in good faith that breach is curable by the Company within sixty (60) days through the exercise of its reasonable best efforts, then for so long as the Company continues to exercise such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to reasonable best efforts Parent may not terminate this Agreement under this Section 14.1 13.1(c) unless such breach is not cured within sixty (60) days from written notice to the Company of such breach (provided, that Parent and Merger Sub are not then in material breach of the terms of this Agreement); provided, further, that if such breach is not a result of an action taken by, or an omission by, the Company or any of its Subsidiaries and is curable by the Company through the exercise of its reasonable best efforts, then for so long as the Company continues to exercise such reasonable best efforts Parent may not terminate this Agreement under this Section 13.1(c) unless such breach is not cured at such time that all other conditions set forth in Article XII have been satisfied or waived; and provided further, that no cure period shall be required for a breach which by its nature cannot be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such datecured; (cd) by the CompanyCompany if Parent or Merger Sub has breached any representation, provided warranty, covenant or agreement contained in this Agreement and as a result of such breach the conditions set forth in Sections 11.1 (assuming the accuracy of such representation or warranty were also measured for purposes of Section 11.1 as of the date hereof) and 11.2 hereof, as the case may be, would not then be satisfied; provided, however, that if such breach is curable by Parent within sixty (60) days through the exercise of its reasonable best efforts, then for so long as Parent continues to exercise such reasonable best efforts the Company may not terminate this Agreement under this Section 13.1(d) unless such breach is not cured within sixty (60) days from written notice to Parent of such breach (provided, that the Company is not then in material breach of the terms of this Agreement); provided, further, that if such breach is not a result of an action taken by, or omission by, the Parent or any of its obligations hereunderSubsidiaries and is curable by Parent through the exercise of its reasonable best efforts, if (i) then for so long as Parent fails continues to perform in all material respects any covenant in exercise such reasonable best efforts Parent may not terminate this Agreement when performance thereof under this Section 13.1(d) unless such breach is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any cured at such time that all other condition conditions set forth in Article XI or Article XII has not have been satisfied or waived; and is provided further, that no cure period shall be required for a breach which by its nature cannot capable of being satisfied prior to the Termination Datebe cured); (d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (f) by Parent or the Company or Parent if the Closing shall not have been consummated prior to the first anniversary of the date hereof; provided that the right to terminate this Agreement under this Section 13.1(f) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (g) by Parent in the event that the Company fails to obtain the Required Shareholder Merger Stockholder Vote and to deliver true and complete evidence thereof together with a certificate from the Corporate Secretary of the Company certifying to the same, not later than the close of business on the 30th day following the date hereof; or (g) hereof by the Company if the Commitment Letter is terminated and not replaced in full within thirty (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate this Agreement pursuant to this Article XIV shall give written notice of such termination to the other party in accordance with Section 16.8 hereofParties hereto.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual written agreement consent of the Company Sellers and Parentthe Buyers; (b) by the Company Buyers if any Seller has breached any representation, warranty, covenant or Parent agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to the Sellers (provided that the Buyers are not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (c) by the Sellers if any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to such Buyer (provided that the Sellers are not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 8.1 or Section 8.2 hereof, as the case may be, will not be satisfied; (d) by the Sellers or the Buyers if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) by the Sellers or the Buyers if the Closing shall not have been consummated prior to August 31by June 30, 2007 (the “Termination Date”)2005; provided that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are the only conditions remaining to be satisfied on such date (other than those conditions that are capable of being satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to terminate this Agreement under this Section 14.1 10.1(e) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by the Company, provided that the Company is not then in breach of any of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Termination Date; (d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (f) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (g) by the Company if the Commitment Letter is terminated and not replaced in full within thirty (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate this Agreement pursuant to this Article XIV shall give written notice of such termination to the other party in accordance with Section 16.8 hereof.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the ClosingClosing Date: (a) by mutual written agreement of each of the Company and ParentBuyer; (b) by the Buyer if Company or Parent if the Closing shall not have been consummated prior to August 31any Stockholder has breached any representation, 2007 (the “Termination Date”); provided warranty, covenant or agreement contained in this Agreement, such that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are Section 10.1 or Section 10.2, as the only conditions remaining to case may be, would not be satisfied on such date (other than those conditions that are capable of being satisfied only as of any date following the Closing) and such party reasonably believes in good faith date hereof; provided, however, that such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to Buyer may not terminate this Agreement under pursuant to this Section 14.1 11.1(b) if any such breach has been cured within ten (10) Business Days after written notice by Buyer to Company and the Stockholders informing Company and the Stockholders of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be available to any party whose failure to fulfill any material obligation under cured; provided further, that Buyer may not terminate this Agreement has been both willful and the cause of, or resulted in, the failure pursuant to this Section 11.1(b) if Buyer is then in material breach of the Closing to occur on or before such dateterms of this Agreement; (c) by the CompanyCompany and the Stockholders if Buyer has breached any representation, provided warranty, covenant or agreement contained in this Agreement, such that the conditions set forth in Section 9.1 or Section 9.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Company and the Stockholders may not terminate this Agreement pursuant to this Section 11.1(c) if any such breach has been cured within ten (10) Business Days after written notice by the Company and the Stockholders to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Stockholders may not terminate this Agreement pursuant to this Section 11.1(c) if it is not then in material breach of any the terms of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Termination DateAgreement; (d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunderCompany or Buyer, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a foreign, federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity Authority which would make consummation of the transactions contemplated hereby illegal; (fe) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (g) by the Company Buyer, if the Commitment Letter is terminated and Closing shall not replaced in full within thirty have occurred on or before September 30, 2014 (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate the “Outside Date”); provided, however, that termination of this Agreement pursuant to this Article XIV Section 11.1(e) shall give written notice not be available to Buyer if Buyer shall have failed to fulfill any material obligation imposed upon Buyer under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of such the Closing to be consummated on or before the Outside Date; and (f) by the Company, if the Closing shall not have occurred on or before the Outside Date; provided, however, that termination of this Agreement pursuant to this Section 11.1(f) shall not be available to Company if Company or any of the other party in accordance with Section 16.8 hereofStockholders shall have failed to fulfill any material obligation imposed upon Company under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of the Closing to be consummated on or before the Outside Date.

Conditions of Termination. Notwithstanding anything herein to the contrary contained hereincontrary, this Agreement may be terminated at any time before the Closing:Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): (a) by By mutual written agreement consent of the Company and Parent, which consent shall have been approved by action of their respective Boards of Directors; (b) by By written notice of either the Company or Parent Parent, if the Closing Effective Time shall not have been consummated occurred prior to August December 31, 2007 2012 (the “Termination Outside Date”); provided that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are the only conditions remaining to be satisfied on such date (other than those conditions that are capable of being satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to be satisfied within such additional one-month period; and further provided provided, however, that the right to terminate this Agreement under this Section 14.1 8.1(b) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been both willful and the primary cause of, or resulted in, the failure of the Closing Effective Time to occur on or before the Outside Date and such dateaction or failure to perform constitutes a breach of this Agreement; (c) by the Company, provided that the Company By written notice of Parent (if Parent is not then in material breach of any of its obligations hereunderor its representations and warranties under this Agreement), if there has been a breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement which (i) Parent fails to perform would result in all material respects any covenant a failure of a condition set forth in this Agreement when performance thereof is due Section 7.2(a) or Section 7.2(b) and does (ii) has not cure been or cannot be cured by the failure within earlier of (A) the Outside Date or (B) thirty (30) calendar days after written notice to the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied of such breach and is not capable of being satisfied prior to the Termination Date; (d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (f) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (g) by the Company if the Commitment Letter is terminated and not replaced in full within thirty (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring intention to terminate this Agreement pursuant to this Article XIV shall give Section 8.1(c); (d) By written notice of the Company (if the Company is not in material breach of its obligations or its representations and warranties under this Agreement), if there has been a breach by Parent or Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement which (i) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (ii) has not been or cannot be cured by the earlier of (A) the Outside Date or (B) thirty (30) calendar days after written notice to Parent or Merger Sub, as applicable, of such termination breach and the intention to terminate this Agreement pursuant to this Section 8.1(d); (e) By written notice of Parent if (i) prior to obtaining the Company Shareholder Approval (A) a Change of Recommendation shall have occurred or (B) any three (3) or more members of the Company Board shall have publicly stated that such members oppose the Merger, or any three (3) members of the Company Board shall have required the inclusion in the Proxy Statement or any other filing made by the Company with the SEC a statement to the effect that such members oppose the Merger, (ii) the Company enters into an Acquisition Agreement with a Third Party, (iii) the Company Board shall have approved or publicly recommended any Acquisition Proposal, or (iv) the Company shall have breached any of its obligations under Section 6.3 (other than any immaterial or inadvertent breaches thereof not intended to result in an Acquisition Proposal); (f) By written notice of either Parent or the Company if the Company Shareholder Approval shall not have been obtained at the Shareholders’ Meeting duly convened therefor (or at any adjournment or postponement thereof) at which a quorum is present and the vote to adopt this Agreement and approve the Merger is taken; (g) By written notice of the Company, if following a Change of Recommendation, the Company Board authorizes the Company to enter into an Acquisition Agreement concerning a transaction that constitutes a Superior Proposal, subject to Section 6.3; or (h) By written notice of either Parent or the Company, if a Governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law that is in effect and permanently enjoins or otherwise prohibits the consummation of the Merger and the transactions contemplated hereby; provided that the right to terminate this Agreement pursuant to this Section 8.1(h) shall not be available to any party whose breach of any provision of this Agreement results in accordance with Section 16.8 hereofsuch Law permanently enjoining or otherwise prohibiting the consummation of the Merger and the transactions contemplated hereby.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the ClosingClosing Date: (a) by mutual written agreement of each of the Company and ParentBuyer; (b) by the Buyer if Company or Parent if the Closing shall not have been consummated prior to August 31any Member has breached any representation, 2007 (the “Termination Date”); provided warranty, covenant or agreement contained in this Agreement, such that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are Section 10.1 or Section 10.2, as the only conditions remaining to case may be, would not be satisfied on such date (other than those conditions that are capable of being satisfied only as of any date following the Closing) and such party reasonably believes in good faith date hereof; provided, however, that such conditions are likely to be satisfied within such additional one-month period; and further provided that the right to Buyer may not terminate this Agreement under pursuant to this Section 14.1 11.1(b) if any such breach has been cured within ten (10) Business Days after written notice by Buyer to Company and the Members informing Company and the Members of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be available to any party whose failure to fulfill any material obligation under cured; provided further, that Buyer may not terminate this Agreement has been both willful and the cause of, or resulted in, the failure pursuant to this Section 11.1(b) if Buyer is then in material breach of the Closing to occur on or before such dateterms of this Agreement; (c) by the CompanyCompany and the Members if Buyer has breached any representation, provided warranty, covenant or agreement contained in this Agreement, such that the conditions set forth in Section 9.1 or Section 9.2, as the case may be, would not be satisfied as of any date following the date hereof; provided, however, that Company and the Members may not terminate this Agreement pursuant to this Section 11.1(c) if any such breach has been cured within ten (10) Business Days after written notice by the Company and the Members to Buyer informing Buyer of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that Company and the Members may not terminate this Agreement pursuant to this Section 11.1(c) if it is not then in material breach of any the terms of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Termination DateAgreement; (d) by the ParentCompany, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunderBuyer, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a foreign, federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity Authority which would make consummation of the transactions contemplated hereby illegal; (fe) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (g) by the Company Buyer, if the Commitment Letter is terminated and Closing shall not replaced in full within thirty have occurred on or before December 31, 2012 (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate the “Outside Date”); provided, however, that termination of this Agreement pursuant to this Article XIV Section 11.1(e) shall give written notice not be available to Buyer if Buyer shall have failed to fulfill any material obligation imposed upon Buyer under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of such the Closing to be consummated on or before the Outside Date; and (f) by the Company, if the Closing shall not have occurred on or before December 31, 2012 (the “Outside Date”); provided, however, that termination of this Agreement pursuant to this Section 11.1(f) shall not be available to Company if Company or any of the other party in accordance with Section 16.8 hereofMembers shall have failed to fulfill any material obligation imposed upon Company under this Agreement, which failure has been both willful and the cause of, or resulted in, the failure of the Closing to be consummated on or before the Outside Date.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:contrary (a) by By mutual written agreement consent of the Company and Parentthe Buyer; (b) By the Buyer, if the Company has materially breached any representation, warranty, covenant, or agreement contained in this Agreement, and has not, in the case of a breach of a covenant or agreement, cured such breach, in all material respects, within fifteen (15) days after written notice to the Company (provided that the Buyer is not then in material breach of the terms of this Agreement and provided, further, that no cure period shall be required for a breach that by its nature cannot be cured), such that the conditions set forth in Article XIII hereof will not be satisfied; (c) By the Company, if the Buyer has materially breached any representation, warranty, covenant, or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach, in all material respects, within fifteen (15) days after written notice to the Buyer (provided that the Company is not then in material breach of the terms of this Agreement and provided, further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Article XII will not be satisfied; (d) By the Company or Parent the Buyer if: (i) there shall be a final, nonappealable Order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken or any Law, statute, rule, regulation, or Order enacted, promulgated, or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) By the Company or the Buyer if the Closing shall not have been consummated prior to August 31by September 30, 2007 (the “Termination Date”); provided that the Parent or the Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Sections 11.2 and 11.4 are the only conditions remaining to be satisfied on such date (other than those conditions that are capable of being satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to be satisfied within such additional one-month period; and further 2014, for any reason, provided that the right to terminate this Agreement under this Section 14.1 14.01(e) shall not be available to any party Party whose failure to fulfill any material obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) by the Company, provided that the Company is not then in breach of any of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the Termination Date; (d) by the Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby, by any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (f) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (g) by the Company if the Commitment Letter is terminated and not replaced in full within thirty (30) Business Days thereafter by one or more new commitment letters from alternate financing sources. The party desiring to terminate this Agreement pursuant to this Article XIV shall give written notice of such termination to the other party in accordance with Section 16.8 hereof.