Common use of Methods of Termination Clause in Contracts

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By either Purchaser or Seller, in writing, if the mutual written consent Closing has not occurred on or before the earlier of the partiesnine (9) month anniversary of this Agreement; (b) By Purchaser, upon a material breach of At any representation, warranty, covenant or agreement on time prior to the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt Closing Date by the party mutual consent in breach writing of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser and Seller; (c) By SellerPurchaser or Seller as to the Owned Real Estate and/or Leasehold Estate and all furniture, upon a material breach fixture and equipment located thereon, all of any representationthe Assets and Liabilities relating to the affected Branch, warrantyor as to the Agreement in its entirety, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrueas provided, in either case such that any of the conditions set forth each case, in Section 3.4 hereof would not be satisfied2.04(c), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and6.03 or 10.02; (d) By Purchaser in writing if and when, at any party time prior to the Closing, any condition of its obligations hereunder set forth in Section 6.01 of this Agreement becomes incapable of being fulfilled and such condition has not been waived by Purchaser; (e) By Seller in writing if and when, at any time prior to the Closing, any condition of its obligations hereunder set forth in Section 6.01 of this Agreement becomes incapable of being fulfilled and such condition has not been waived by Seller; (f) At any time prior to the Closing Date by Purchaser or Seller in writing if the other continues to be in breach of any representation and warranty (as if such representation and warranty had been made on and as of the date of the notice of breach referred to below unless a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken different time is specified in any other action (which order, decree or ruling the parties hereto shall use its best efforts to liftsuch representation and warranty), which permanently restrainscovenant, enjoins or otherwise prohibits agreement in any material respect and such breach has not been cured within twenty-five (25) days after the transactions giving of notice to the breaching party of such breach; or (g) By Purchaser or Seller in writing at any time after any applicable regulatory authority has denied approval of any application of Purchaser for approval of the transaction contemplated by this Agreementhereby.

Methods of Termination. This Prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingtime: (a) By the by mutual written consent agreement of the partiesSeller and the Acquiror; (b) By Purchaserby either the Seller or the Acquiror if the Closing shall not have occurred by June 1, upon 2007; provided, however, that the right to terminate the Agreement pursuant to this Section 12.1(b) shall not be available to a party if such party’s failure to perform in all material breach respects any of their material obligations under this Agreement or any Related Agreement results in the failure of the Closing to occur by such time; (c) by either the Seller or the Acquiror, if there shall be in effect any Law that prohibits the Closing or if the Closing would violate any non-appealable Order, issued by a competent Governmental Entity, that permanently restrains, enjoins or prohibits the consummation of the transactions contemplated by this Agreement; (d) by either the Seller or the Acquiror, if the other party has breached any material representation, warranty, covenant or agreement on hereunder, such breach has not been waived by the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfiednon-breaching party, and such the breach shall, if capable of cure, has not been cured within ten a period of thirty (1030) days after receipt by following the terminating party’s written notice of such breach and the breaching party is diligently proceeding to cure such breach, unless such breach is not capable of cure, in breach of a notice from which event the non-breaching party setting forth in detail the nature of such breachmay terminate immediately; (ce) By by the Acquiror, if a Seller Material Adverse Effect shall have occurred since the date of this Agreement; (f) by the Seller, upon a if an Acquiror Material Adverse Effect shall have occurred since the date of this Agreement; (g) by the Seller, if (i) it is not in material breach of the terms of Section 8.10(a) or (c), (ii) the board of directors of the Seller has authorized the Seller to enter into a definitive agreement for a transaction that constitutes a Superior Bid, (iii) the Seller has notified the Acquiror in writing that the Seller has received a Superior Bid and intends to enter into a definitive agreement with respect to such Superior Bid pursuant to Section 8.10(b), (iv) five (5) Business Days have passed since the Acquiror has received such written notice and (v) the Other Bid remains a Superior Bid after any representationamendments to this Agreement; provided, warrantyhowever, covenant that the Seller shall not have the right to terminate this Agreement pursuant to this Section 12.1(g) prior to the expiration of the No-Shop Period. (h) by the Acquiror, if prior to the Closing, the Seller has breached the terms and conditions of the Acrux License in a manner giving rise to a right of termination under the Acrux License by Fempharm Pty Ltd. and/or Acrux DDS Pty Ltd., whether or agreement not such breach is based on facts or circumstances in existence as of the date hereof; or (i) by Acquiror, on or before the earlier of (i) 11:59 p.m. (Eastern Daylight Saving Time) fourteen (14) calendar days following the date hereof or (ii) 11:59 p.m. (Eastern Daylight Saving Time) on the part fifth (5th) Business Day following the date of Purchaser Acquiror’s inspection of the facilities of [***], located at [***] (the “Facility Inspection Deadline”), if Acquiror determines in good faith that [***] is unable to manufacture quantities of the pump component for Evamist meeting the specifications therefor (as set forth in this Agreementthe Evamist NDA) to support the launch of Evamist or provide continuity of commercial supply as contemplated by the parties as of the date hereof (the “Adverse Determination”); provided, orhowever, if any representation or warranty Acquiror makes the Adverse Determination it shall promptly notify Seller thereof, then upon written request of Purchaser and either party to the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten other party (10i) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts promptly meet (whether in person or teleconference) and discuss in good faith possible resolutions to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated Adverse Determination over a period of seven (7) calendar days and (ii) Acquiror’s ability to terminate this Agreement pursuant to this Section 12.1(i) shall be extended by this Agreementa period of seven (7) calendar days following the Facility Inspection Deadline.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingas follows: (a) By the by mutual written consent of Buyer and the partiesSellers; (b) By Purchaserby any party at any time following the Outside Date if all of the Closings have not occurred by the Outside Date; provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose breach of any provision of this Agreement shall have caused, or resulted in, the failure of the Closings to have occurred by the Outside Date (for the avoidance of doubt, provided that the Seller have not breached their respective obligations under Section 8.2 (Regulatory and Other Approvals), the failure of the Sellers to obtain any necessary Lender Consents, Contractual Consents or the FCC Approval shall not constitute a breach of this Agreement); (c) by Buyer, upon a material breach of any representation, representation and warranty, covenant or agreement on the part of the Company or Seller Sellers set forth in this Agreement, or if any representation or and warranty of the Company or Seller Sellers set forth in this Agreement shall become untrue, in either case such that any the conditions to the obligations of Buyer to consummate each of the conditions Closings set forth in Section 3.3 hereof 5.1 would not be satisfied, and satisfied as of the time of such breach shallor as of the time such representation and warranty shall have become untrue; provided, however, that if capable such breach or untruth is curable by the Sellers prior to the Outside Date through the exercise of curecommercially reasonable efforts, has then Buyer may not been cured within terminate this Agreement under this Section 7.1(c) prior to ten (10) days after receipt Business Days following written notice having been provided by Buyer to the party in breach of a notice from the non-breaching party setting forth in detail the nature Sellers of such breachbreach or untruth (and then only if such breach or untruth has not been cured); (cd) By Sellerby the Sellers, upon a material breach of any representation, representation and warranty, covenant or agreement on the part of Purchaser Buyer set forth in this Agreement, or, Agreement or if any representation or and warranty of Purchaser and the shareholders of Purchaser Buyer set forth in this Agreement shall become untrue, in either case such that any the conditions to the Sellers’ obligation to consummate each of the conditions Closings set forth in Section 3.4 hereof 6.1 would not be satisfied, and satisfied as of the time of such breach shallor as of the time such representation and warranty shall have become untrue; provided, however, that if capable such breach or untruth is curable by Buyer prior to the Outside Date through the exercise of curecommercially reasonable efforts, then the Sellers may not have been cured within terminate this Agreement under this Section 7.1(c) prior to ten (10) days after receipt Business Days following written notice having been provided by the Sellers to Buyer of such breach or untruth (and then only if such breach or untruth has not been cured); (e) by either Buyer, on the one hand, or the Sellers, on the other hand, if any condition to such party’s obligation to consummate a Closing set forth in Article V or Article VI (as applicable) shall have become incapable of satisfaction (other than as provided in Sections 7.1(c) and (d)); provided, however, that the right to terminate this Agreement under this Section 7.1(e) shall not be available to any party in whose breach of a written notice from the non-breaching party setting forth in detail the nature any provision of this Agreement shall have caused, or resulted in, such breachClosing condition to have become incapable of satisfaction; andor (df) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling by the parties hereto shall use its best efforts Sellers pursuant to liftSection 8.5(a), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before prior to the ClosingClosing Date: 10.1.1 by mutual consent of Sithe and Buyer; or 10.1.2 by Buyer at any time after September 30, 2000 if any of the conditions provided for in Article 7 of this Agreement shall not have been satisfied or waived in writing by 102 110 Buyer in its sole discretion prior to such date; provided, that if any condition in Article 7 has not been so satisfied or waived and diligent efforts are being undertaken to satisfy such condition, including, but not limited to, efforts to cure any breach of any representation or warranty, then the references to September 30, 2000 in this Section 10.1.2 shall be extended for up to 90 days so long as such diligent efforts continue; or 10.1.3 by Sithe at any time after September 30, 2000 if any of the conditions provided for in Article 8 of this Agreement shall not have been satisfied or waived in writing by Sithe in its sole discretion prior to such date; provided, that if any condition in Article 8 has not been so satisfied or waived and diligent efforts are being undertaken to satisfy such condition, including, but not limited to, efforts to cure any breach of any representation or warranty, then the references to September 30, 2000 in this Section 10.1.3 shall be extended for up to 90 days so long as such diligent efforts continue; or (a) By the mutual written consent of the parties; (b) By Purchaserby Buyer, upon not less than 30 days' prior written notice, there has been a material violation or breach by any Seller of any representationagreement, warrantyrepresentation or warranty contained in this Agreement which, covenant individually or agreement in the aggregate, has or would have a Material Adverse Effect and which is not susceptible to cure (or if so susceptible is not the subject of diligent efforts on the part of the Company or Seller breaching party to cure; provided that no such efforts shall affect the time periods set forth in Section 10.1.2); provided, that Buyer is not in material violation or breach of its agreements, representations or warranties contained in this Agreement, or (b) by Sithe upon not less than 30 days, prior written notice, if there has been a material violation or breach by Buyer of any agreement, representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth contained in this Agreement; 103 111 provided, or, if any representation that the Sellers are not in material violation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth their agreements, representations or warranties contained in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesSHAREHOLDERS, GIC and Dolce; (b) b. By PurchaserDolce, upon a material breach of any representation, warranty, covenant or agreement on the part of GIC or the Company or Seller SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of GIC or the Company or Seller SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "GIC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerGIC, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Dolce set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Dolce shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Dolce Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either Dolce or GIC, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either GIC or Dolce, if the Closing shall not have been consummated as a result of Dolce or GIC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either GIC or Dolce if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the mutual written consent Closing has not occurred by the 150th calendar day following the date of the partiesthis Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) By Purchaser, upon a material breach of at any representation, warranty, covenant time on or agreement on prior to the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt Effective Time by the party mutual consent in breach writing of a notice from Purchaser and Seller (the non-breaching party setting forth in detail the nature of such breach“Termination Date”); (c) By Sellerany time prior to the Effective Time, upon a material by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation, warranty, covenant or agreement on representation and warranty in any respect as would violate the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions closing condition set forth in Section 3.4 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof would and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not be satisfiedin breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of thirty (1030) calendar days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach; andbreach or the Effective Time; (d) By by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if a court of competent jurisdiction or governmental, Seller does not obtain regulatory or administrative agency other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or commission (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have issued an order, decree or ruling or taken any other action (which order, decree or ruling received minimum sale proceeds from the parties hereto shall use its best efforts Leased Asset Sale sufficient to lift), which permanently restrains, enjoins or otherwise prohibits consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, FICF upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller CodeSmart Shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller CodeSmart and CodeSmart Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerCodeSmart Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser FICF set forth in this Agreement, or, if any representation or warranty of Purchaser FICF and the shareholders of Purchaser FICF shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesARG Stockholders, ARG and DKII; (b) b. By PurchaserDKII, upon a material breach of any representation, warranty, covenant or agreement on the part of ARG or the Company or Seller ARG Stockholders set forth in this Agreement, or if any representation or warranty of ARG or the Company or Seller ARG Stockholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerARG or any ARG Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser DKII set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser DKII shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By any party, if the Closing shall not have consummated before ninety (90) days after the date hereof; andprovided, however, that this Agreement may be extended by written notice of either ARG or DKII, if the Closing shall not have been consummated as a result of DKII or ARG having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. (d) e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before the Closingtime: (a) By the mutual written consent by agreement in writing of the partiesStrategic Investor, the Company and the Primary Shareholders; (b) By Purchaserby notice in writing by either of the Strategic Investor, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in the Primary Shareholders, if the Closing does not occur on or before October 7, 2007; provided that if the Closing does not occur on or before such date as the result of a willful breach or willful default by a party with respect to its obligations under this AgreementAgreement on or before such date, such party may not terminate this Agreement pursuant to this Section 14.1(b), and the other party to this Agreement shall at its option enforce its rights against such breaching or if defaulting party and seek any representation or warranty of the Company or Seller shall become untrueremedies against such party, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, as provided hereunder and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachapplicable law; (c) By Seller, upon by notice in writing by the Strategic Investor if (i) there has been a material misrepresentation, breach of any representation, warranty, warranty or breach of covenant by the Company or agreement on the part of Purchaser set forth in Primary Shareholders under this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that (ii) any of the conditions precedent to Closing set forth in Section 3.4 hereof would Sections 9 and 10.1 has not be satisfiedbeen met on the Closing Date. In the event any of the events in items (i) or (ii) occurs, the Strategic Investor agrees to give written notice of such circumstance to the Company and the Company shall have the right to cure any such misrepresentation or breach shall, if capable or satisfy any pending condition within a term of cure, not have been cured within ten (10) days after receipt by Business Days counted as of the party in breach date of a written notice from the non-breaching party setting forth in detail the nature of such breach; andsaid notice; (d) By by notice in writing by the Company if (i) there has been a material misrepresentation, breach of warranty or breach of covenant by the Strategic Investor under this Agreement, or (ii) any party if a court of competent jurisdiction the conditions precedent to Closing set forth in Sections 9 and 10.2 has not been met on the Closing Date. In the event any of the events in items (i) or governmental(ii) occurs, regulatory or administrative agency or commission the Company agrees to give written notice of such circumstance to the Strategic Investor and the Strategic Investor shall have issued an orderthe right to cure any such misrepresentation or breach or satisfy any pending condition within a term of ten (10) Business Days counted as of the date of said notice; or (e) at the time at which either Strategic Investor (or NewCo, decree as the case may be) or ruling the Primary Shareholders cease to be shareholders of the Company, in the understanding that such termination shall not affect (i) the rights perfected or taken the obligations incurred by any other action such party under this Agreement prior to such termination (which order, decree or ruling the parties hereto shall use its best efforts to liftincluding any liability for breach of this Agreement), which permanently restrains, enjoins or otherwise prohibits and (ii) the transactions contemplated by obligations expressly stated to survive under this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, in writing five calendar days in advance of such termination, if the Closing has not occurred by December 31, 2011, unless such date is extended in writing by mutual written consent agreement of the parties; (b) By Purchaser, upon a material breach at any time on or prior to the Effective Time by the mutual consent in writing of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth Purchaser and Seller; (c) by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not be satisfied, have been met by Seller or waived in writing by Purchaser within 30 calendar days following the date of all approvals by regulatory agencies and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachall statutory waiting periods have expired; (cd) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired; (e) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 calendar days after receipt by the giving of notice to the breaching party of such breach or the Effective Time; provided, however, that there shall be no cure period in connection with any breach of a written notice from Section 6.3, so long as such breach by Purchaser was not caused by any action or inaction of Seller, and Seller may terminate this Agreement immediately if regulatory applications are not filed within 30 calendar days after the non-breaching party setting forth date of this Agreement as provided in detail the nature of such breachthat Section; andor (df) By by Purchaser or Seller in writing at any party if a court time after any applicable regulatory authority has denied approval of competent jurisdiction any application of Purchaser or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Seller for approval of the transactions contemplated by this Agreementherein.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, in writing five (5) days in advance of such termination, if the mutual written consent Closing has not occurred by the later of (1) October 31, 2012, or (2) 30 days after the receipt of the partieslast required Regulatory Approval (provided that no party shall be permitted to terminate this Agreement hereunder if the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party); (b) By at any time on or prior to the Effective Time by the mutual consent in writing of Seller and Purchaser; (c) by Purchaser, upon as a material result of any breach of any representation, warrantywarranty or covenant of Seller contained herein, covenant or agreement on the part of the Company or Seller which breach would cause any condition set forth in this Agreement, Sections 9.1 or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would 9.2 to not be satisfied, if Purchaser has given notice of such breach and such breach shallis not, if or is not capable of curebeing, has not been cured within ten thirty (1030) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachnotice; (cd) By by Seller, upon as a material result of any breach of any representation, warranty, warranty or covenant or agreement on the part of Purchaser contained herein, which breach would cause any condition set forth in this Agreement, orSections 10.1 or 10.2 to not be satisfied, if Seller has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice; (e) by either Purchaser or Seller, if the Stockholder Approval shall not have been received at the meeting of Seller’s stockholders called to act thereon; (f) by either Purchaser or Seller, if (1) any representation Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or warranty such Governmental Authority shall have requested permanent withdrawal of Purchaser and any application therefor or (2) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the shareholders transactions contemplated hereby shall have been entered by any Governmental Authority of Purchaser competent jurisdiction or any applicable law shall become untruehave been enacted or adopted that enjoins, in either case such that prohibits or makes illegal consummation of any of the conditions transactions contemplated hereby and such injunction, decree or other order shall be final and nonappealable, or (g) by Seller if the condition set forth in Section 3.4 hereof would 10.6 is not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by September 30, 2012, unless such date is extended in writing by mutual written consent agreement of the parties; (b) By Purchaser, upon a material breach at any time on or prior to the Effective Time by the mutual consent in writing of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth Purchaser and Seller; (c) by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VII (with the exception of delivery of items required to be delivered at Closing) of this Agreement shall not be satisfied, have been met by Seller or waived in writing by Purchaser within 30 calendar days following the date of all approvals by regulatory agencies and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachall statutory waiting periods have expired; (cd) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 30 calendar days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired; (e) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 calendar days after receipt by the giving of notice to the breaching party of such breach or the Effective Time; provided, however, that there shall be no cure period in connection with any breach of a written notice from Section 6.3, so long as such breach by Purchaser was not caused by any action or inaction of Seller, and Seller may terminate this Agreement immediately if regulatory applications are not filed within 30 calendar days after the non-breaching party setting forth date of this Agreement as provided in detail the nature of such breachthat Section; andor (df) By by Purchaser or Seller in writing at any party if a court time after any applicable regulatory authority has denied approval of competent jurisdiction any application of Purchaser or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Seller for approval of the transactions contemplated by this Agreementherein.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By either Buyer or Seller, in writing five (5) days in advance of such termination, if the mutual written consent of the partiesClosing has not occurred by June 30, 2007 but any such termination shall be subject to Article IX above if all conditions precedent to Buyer’s and Seller’s obligations have been satisfied; (b) By PurchaserAt any time on or prior to the Effective Date by the mutual consent in writing of Buyer and Seller; (c) On the Effective Date, upon a material breach of any representationby Buyer, warrantyin writing, covenant or agreement on if the part of the Company or Seller obligations set forth in Article VII of this AgreementAgreement shall not have been met by Seller or waived in writing by Buyer; (d) On the Effective Date, or if any representation or warranty of the Company or Seller shall become untrueby Seller, in either case such that any of writing, if the conditions set forth in Section 3.3 Article VIII of this Agreement shall not have been met by Buyer or waived in writing by Seller; (e) Any time on or prior to the Effective Date, by Buyer or Seller in writing if the other shall have been in breach of the representations or warranties in any material respect (as if any such representation or warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or a breach of any covenant or obligation contained herein, and such breach shall, if capable of cure, has not been cured within ten by the earlier of thirty (1030) days after receipt by the giving of notice to the breaching party of such breach or the Effective Date; provided, however, that there shall be no cure period in connection with any breach of a notice from the non-breaching party setting forth in detail the nature Section 6.2 hereof, so long as such breach by Buyer was not caused by any action or inaction of such breachSeller; (cf) By Seller, upon a material breach either Buyer or Seller in writing at any time after any applicable regulatory authority has denied approval of any representation, warranty, covenant or agreement on the part application of Purchaser set forth in this Agreement, or, if any representation or warranty Buyer for approval of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreementherein or such application has been withdrawn after Buyer has in good faith met the requirements of Section 6.2 hereof; or (g) In accordance with the provisions of Section 1.9 hereof.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the mutual written consent of the partiesClosing has not occurred by November 5, 2010, or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) By Purchaser, upon a material breach of at any representation, warranty, covenant time on or agreement on prior to the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt Effective Time by the party mutual consent in breach writing of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser and Seller; (c) By Sellerany time prior to the Effective Time, upon a material by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation, warranty, covenant or agreement on representation and warranty in any respect as would violate the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions closing condition set forth in Section 3.4 8.1 or Section 9.1, as applicable (as if such representation and warranty had been made on and as of the date hereof would and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not be satisfiedin breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of thirty (1030) calendar days after receipt the giving of notice to the breaching party of such breach or the Effective Time; (d) by the party Seller or Purchaser in breach of a written notice from the writing at any time after any applicable regulatory authority has denied, by final non-breaching appealable order, approval of any application of either party setting forth in detail for approval of the nature of such breachtransactions contemplated herein; and (de) By any party if a court by either Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreementhereby is in effect and has become final and nonappealable.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before August 31, 1998 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten (10) 30 days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, UTCH upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller GPEC Shareholder set forth in this Agreement, or if any representation or warranty of the Company or Seller GPEC and GPEC Shareholder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerGPEC Shareholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser UTCH set forth in this Agreement, or, if any representation or warranty of Purchaser UTCH and the shareholders of Purchaser UTCH shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, RXAC upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Allerayde Holder set forth in this Agreement, or if any representation or warranty of the Company or Seller Allerayde and Allerayde Holder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerAllerayde Holder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser RXAC set forth in this Agreement, or, if any representation or warranty of Purchaser RXAC and the shareholders of Purchaser RXAC shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesAII and AHI; (b) b. By PurchaserAHI, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller AII set forth in this Agreement, or if any representation or warranty of the Company or Seller AII shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "AII Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerAII, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser AHI set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser AHI shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (an "AHI Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either AHI or AII, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either AII or AHI, if the Closing shall not have been consummated as a result of AHI or AII having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either AII or AHI if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any one of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By at any time on or before the Closing Date by the mutual written consent in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VI of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt met by the party Seller or waived in breach of a notice from writing by the non-breaching party setting forth in detail the nature of such breachPurchaser; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Closing Date by the Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable Article VII of cure, this Agreement shall not have been cured within ten (10) days after receipt met by the party Purchaser or waived in breach of a written notice from writing by the non-breaching party setting forth in detail the nature of such breach; andSeller, (d) By at any party time on or before the Closing Date by the Purchaser or the Seller in writing if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission the other shall have issued an order, decree been in breach of any representation or ruling warranty in any material respect (as if such representation or taken any other action (which order, decree or ruling warranty had been made on and as of the parties hereto shall use its best efforts date hereof and on the date of the notice of breach referred to liftbelow), which permanently restrainsor in breach of any covenant, enjoins undertaking or otherwise prohibits obligation contained herein and such breach has not been cured by the earlier of thirty (30) days after the giving of notice to the breaching party of such breach or the Closing Date; (e) by either the Seller or the Purchaser in writing if the transactions contemplated by this Agreementhereby are not consummated on or before June 30, 2010, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, U.S. Co upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Moxian Holder set forth in this Agreement, or if any representation or warranty of the Company or Seller Moxian BVI and Moxian Holder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerMoxian Holder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser U.S. Co set forth in this Agreement, or, if any representation or warranty of Purchaser U.S. Co and the shareholders of Purchaser U.S. Co shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaserthe Affiliate HRMY Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of NuVel or the Company or Seller NuVel Holders set forth in this Agreement, or if any representation or warranty of NuVel or the Company or Seller NuVel Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerNuVel, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser HRMY or the Affiliate HRMY Holders set forth in this Agreement, or, if any representation or warranty of Purchaser HRMY and the shareholders of Purchaser Affiliate HRMY Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before the Closing Deadline, provided, however, that the right to terminate this Agreement under this Section 8.1 shall not be available to any party whose breach of any provision of or whose failure to perform any obligation under this Agreement has been the cause of, or has resulted in, the failure of the transactions to occur on or before the Closing Deadline; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingas follows: (a) By at any time by the mutual written consent of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of by the Purchaser in writing at any representation, warranty, covenant or agreement on the part of the Company or Seller set forth time that it determines in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such good faith that any of the conditions set forth in Section 3.3 hereof would Article XII of this Agreement will not be satisfiedmet by May 3, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach2002; (c) By Seller, upon a material breach of by the Seller in writing at any representation, warranty, covenant or agreement on the part of Purchaser set forth time that it determines in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such good faith that any of the conditions set forth in Section 3.4 hereof would Article XIII of this Agreement will not be satisfiedmet by May 3, 2002; (d) by the Seller or the Purchaser in writing at any time after any of the regulatory authorities has denied any application of the other party for approval of the transactions contemplated herein; (e) by the Purchaser in writing on or before the Closing Date if as a result of its due diligence review or its review of the exhibits and schedules to be provided by Seller pursuant to this Agreement and attached hereto, it discovers a fact, circumstance or valuation issue that makes it inadvisable in Purchaser's sole discretion for Purchaser to proceed with the transaction contemplated hereby; (f) by the Purchaser or the Seller if the Closing shall not have occurred on or prior to May 3, 2002, unless the failure of such occurrence is due to the failure of the party seeking termination failing to perform or observe any of its agreements and conditions set forth herein. 242 (g) any time on or prior to the Closing Date, by Purchaser or Seller in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction breach or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementClosing Date.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, Granto upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Rongfu Holders set forth in this Agreement, or if any representation or warranty of Rongfu or the Company or Seller Rongfu Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Sellerthe Rongfu Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Granto set forth in this Agreement, or, if any representation or warranty of Purchaser Granto and the shareholders of Purchaser Granto Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before March 31, 2010; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon a material written notice to the other, if the transactions contemplated by this Agreement shall not have been consummated on or before March 3, 2010 (the “Termination Date”), unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the agreements set forth herein required to be performed or observed by such party at or before the Closing; provided, however, that in the event that the condition set forth in Section 8.1 is the only condition (other than conditions which by their nature can only be satisfied at Closing) which has not been satisfied by the Termination Date, the Termination Date shall automatically be extended by sixty (60) calendar days; (c) by Seller, upon written notice to Purchaser specifying the nature of any such breach and requesting that it be remedied, if there shall have been any breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Purchaser set forth in this Agreement, Agreement or if any representation or warranty of the Company or Seller Purchaser shall have become untrue, in either case (i) such that any of the conditions set forth in Section 3.3 hereof 10.1 would not be satisfied, satisfied and (ii) such breach shallis not curable, or if capable of curecurable, has is not been cured within ten forty-five (1045) calendar days after receipt by the party in breach Purchaser of a such written notice from Seller; provided, however, that Seller shall not have the non-breaching party setting forth right to terminate this Agreement pursuant to this Section 13.1(c) if it, at such time, is in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this AgreementAgreement such that the conditions set forth in Section 9.1 would not be satisfied; (d) by Purchaser, orupon written notice to Seller specifying the nature of any such breach and requesting that it be remedied, if there shall have been any breach of any representation, warranty, covenant or agreement of Seller set forth in this Agreement or if any representation or warranty of Purchaser and the shareholders of Purchaser Seller shall have become untrue, in either case (i) such that any of the conditions set forth in Section 3.4 hereof 9.1 would not be satisfied and (ii) such breach is not curable, or if curable, is not cured within forty-five (45) calendar days after receipt by Seller of such written notice from Purchaser; provided, however, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 13.1(d) if it, at such time, is in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 10.1 would not be satisfied; or (e) by either Seller or Purchaser, and such breach shallupon written notice to the other, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court Governmental Entity of competent jurisdiction jurisdiction, including the Office of Thrift Supervision, issues a final, nonappealable order or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins decision prohibiting or otherwise prohibits disapproving the transactions consummation of any material transaction contemplated by this Agreementhereby.

Methods of Termination. This Agreement may may, by written notice, be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (ai) By the by mutual written consent of the partiesAAAMHI and Purchaser; (bii) By Purchaser, upon a material breach of any representation, warranty, covenant by either Purchaser or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shallSellers, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Entity shall have issued an order, decree or ruling or taken any other action (which orderaction, decree or ruling the parties hereto shall use its best efforts to lift)in each case permanently restraining, which permanently restrains, enjoins enjoining or otherwise prohibits prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by Purchaser, at any time when any Seller is in breach of any covenant pursuant to this Agreement or in any schedule or documents delivered in connection herewith or if any representation or warranty of any Seller is false or misleading (except such as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect); provided that such condition is not the result of any breach of any covenant, representation or warranty of Purchaser set forth herein or in any closing certificate delivered pursuant to the terms hereof; and provided further that such breach shall not have been cured, in the case of a covenant, within ten (10) business days following receipt by the breaching Party of notice of such breach or, in the case of a representation or warranty which is reasonably capable of a cure without any adverse consequences with respect to the Business, the Acquired Assets, the Target Funds, the Acquisition or the rights of the Purchaser hereunder, on or prior to the date on which the conditions other than the accuracy of the representation and warranty in question would be satisfied for the Closing; (iv) by AAAMHI, at any time when Purchaser is in breach of any of its material covenants pursuant to this Agreement or if any representation or warranty of Purchaser is false or misleading in any material respect; provided that such condition is not the result of any breach of any covenant, representation or warranty of Sellers set forth in any Transaction Document; and provided further that such breach shall not have been cured, in the case of a covenant, within ten (10) business days following receipt by the breaching Party of notice of such breach or, in the case of a representation or warranty which is reasonably capable of a cure without any adverse consequences with respect to the Business, the Acquired Assets, the Target Funds, the Acquisition or the rights of the Sellers hereunder, on or prior to the date on which the conditions other than the accuracy of the representation and warranty in question would be satisfied for the Closing; (v) by Purchaser as permitted pursuant to Section 4.9; (vi) by either Purchaser or AAAMHI if the Closing has not occurred on or before December 31, 2006; provided, however, that the right to terminate this Agreement shall not be available to any Party whose breach (or breach by any Affiliate of such Party) of any covenant or agreement pursuant to this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (vii) by either Purchaser or AAAMHI if the Trustee Approval or Target Funds Shareholder Approval shall not have been obtained for all Target Funds on or before December 31, 2006.

Methods of Termination. This The transactions contemplated by this Agreement and the other Transaction Documents may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent agreement of the partiesSellers and Buyer; (b) By Purchaserby either Sellers or Buyer in writing if the Closing shall not have occurred by August 26, upon a material 2011 (the “Termination Date”); provided that the right to terminate this Agreement under this Section 12.01(b) shall not be available to any Party whose breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty or whose failure to perform or observe in any material respect any covenant or obligation contained in this Agreement has been the cause of or resulted in the failure of the Company Closing; (c) by either Sellers or Seller Buyer in writing if there shall become untruebe in effect any Law or Order of any Governmental or Regulatory Authority that prohibits or restrains the Parties from consummating the transactions contemplated by the Transaction Documents or if the Closing would violate any final and non-appealable Order; (d) by either Sellers or Buyer in writing if the other Party has breached any material obligation hereunder that remains uncured for a period of 30 days after written notice and demand for cure thereof by the non-breaching Party, unless such breach is not capable of cure in either case which event the non-breaching Party may terminate immediately; (e) by Sellers in writing if (i) Buyer breaches any of its respective representations, warranties, covenants or agreements contained herein such that any of the conditions to Closing set forth in Section 3.3 hereof 10.01 or Section 10.02 would not be satisfied, and (ii) such breach shall, if capable is either incapable of cure, being cured or has not been cured within ten by Buyer by the earlier of (10) A)the Termination Date or (B)30 days after receipt by the party in of written notice from Sellers to Buyer informing Buyer of such breach (this 30-day termination prior notice period shall not apply with respect to a breach of a notice from any covenants or agreements to be performed at the non-breaching party setting forth Closing), provided, that Sellers are not, as of the date it seeks to terminate this Agreement, in detail the nature material breach of such breachits obligations hereunder; (cf) By Sellerby Buyer in writing if (i) Sellers breach any of their respective representations, upon a material breach of any representationwarranties, warranty, covenant covenants or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case agreements contained herein such that any of the conditions to Closing set forth in Section 3.4 hereof 9.01 or Section 9.02 would not be satisfied, and (ii) such breach shall, if capable is either incapable of cure, being cured or has not have been cured within ten by Sellers by the earlier of (10) A)the Termination Date or (B)30 days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature Buyer to Sellers informing Sellers of such breachbreach (this 30-day termination prior notice period shall not apply with respect to a breach of any covenants or agreements to be performed at the Closing), provided, that Buyer is not, as of the date it seeks to terminate this Agreement, in material breach of its obligations hereunder; andor (dg) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts by either Party pursuant to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementSection 8.27.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a: 1) By the mutual written consent of the parties; (bOvale and Orion; 2) By PurchaserOrion, upon a material breach of any representation, warranty, covenant or agreement on the part of Ovale and the Company or Seller Ovale shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller Ovale shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied an "Ovale Breach"), and such breach shall, if capable of cure, has have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c; 3) By SellerOvale, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Orion set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Orion shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VII hereof would not be satisfiedsatisfied (an "Orion Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d4) By either Ovale or Orion, if the Closing shall not have been consummated on or before October 30, 2004, provided, however, that this Agreement may be extended by written notice of either Ovale or Orion, if the Closing shall not have been consummated as a result of Orion or Ovale having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(4) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. 5) By either Ovale or Orion if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree decree, or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement shall automatically terminate under the circumstances set forth in Section 7.3(c) or in the event the consummation of the sale of the Assets to the Highest Bidder, and may also be terminated and the transactions contemplated hereby may be abandoned at any time before the Closingas follows: (a) By the by mutual written consent agreement of the partiesSeller and the Purchaser, prior to the Closing Date; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller if written notice is provided as set forth in this AgreementSection 6.2; (c) at the time before the Closing, or by the Purchaser if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would ARTICLE IX shall have become incapable of fulfillment or cure and shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt waived by the party Purchaser, provided that the Purchaser is not then in breach of a this Agreement, and provided, further, that the Purchaser shall not have the right to terminate this Agreement by reason of any alleged failure of the Seller to comply with the provisions of Sections 6.1 or 6.3 unless such breach is material and is not cured within five days after the Purchaser shall have delivered the Seller notice from the non-breaching party setting forth in detail the nature of such breachthereof; (cd) By Sellerat any time before the Closing, upon a material breach of any representation, warranty, covenant or agreement on by the part of Purchaser set forth in this Agreement, or, Seller if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, ARTICLE X shall have become incapable of fulfillment or cure and such breach shall, if capable of cure, shall not have been cured within ten (10) days after receipt waived by the party Seller, provided that the Seller is not then in breach of this Agreement; (e) at any time after the Termination Date by either party if the Closing fails to occur on or before such date, unless such failure is due to the action or inaction of, or breach of this Agreement by, such party; (f) at any time before the Closing by the Seller in the event that there has been a written notice Purchaser Material Adverse Effect; or (g) at any time following the ninetieth day from the non-breaching party setting forth in detail the nature of such breach; and (d) By any date hereof, by either party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling by such date the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementSale Order has not been entered.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before March 31, 2000 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten thirty (1030) calendar days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) calendar days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before March 31, 1996 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten (10) 30 days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesKAL, ABM and ATG; (b) b. By PurchaserATG, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company ABM or Seller KAL set forth in this Agreement, or if any representation or warranty of the Company ABM or Seller KAL shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "ABM/KAL Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerKAL, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser ATG set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser ATG shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "ATG Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either ATG or KAL, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either KAL or ATG, if the Closing shall not have been consummated as a result of ATG or KAL having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either KAL or ATG if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesCrystal, G2 and Dynamic; (b) b. By PurchaserG2, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company Crystal or Seller Dynamic set forth in this Agreement, or if any representation or warranty of the Company Dynamic or Seller Crystal shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "Dynamic Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerDynamic, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser G2 set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser G2 shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "G2 Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either G2 or Dynamic, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either G2 or Dynamic, if the Closing shall not have been consummated as a result of G2 or Dynamic having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Dynamic or G2 if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article V of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachSeller; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Purchaser set forth in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would Article VI of this Agreement shall not be satisfiedhave been satisfied or waived in writing by the Purchaser; (d) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of (10i) fifteen (15) days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach, or (ii) the Closing Date; andprovided, however, that neither party hereto may terminate this Agreement on account of its own breach hereof; (de) By by either the Seller or the Purchaser in writing at any party if a court time after any of competent jurisdiction the regulatory authorities has denied any application, notice or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling request of the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement that is unacceptable to either party; or (f) by this Agreementeither the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before September 30, 2002, unless extended by a written agreement by the Seller and Purchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the parties▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ and REBL; (b) b. By PurchaserREBL, upon a material breach of any representation, warranty, covenant or agreement on the part of RHL or the Company or Seller RHL Stockholder set forth in this Agreement, or if any representation or warranty of RHL or the Company or Seller RHL Stockholder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerRHL or any RHL Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser REBL set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser REBL shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By any party, if the Closing shall not have consummated before ninety (90) days after the date hereof; andprovided, however, that this Agreement may be extended by written notice of either RHL or REBL, if the Closing shall not have been consummated as a result of REBL or RHL having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. (d) e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, Kalex upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller AIFC Holders set forth in this Agreement, or if any representation or warranty of AIFC or the Company or Seller AIFC Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Sellerthe AIFC Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Kalex set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Kalex shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before June 15, 2013; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement. (f) By Kalex, if AIFC fails to deliver AIFC Financial Statements pursuant to Section 3.7 and 7.7. (g) By Kalex, if the results of a due diligence inspection by Kalex are unsatisfactory.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the partiesParties; (b) By PurchaserCipher, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Imagin set forth in this Agreement, or if any representation or warranty of the Company or Seller Imagin shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "Imagin Breach"), and such breach shall, if capable of cure, has have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerImagin, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Cipher set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Cipher shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a “Cipher Breach”), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By either Cipher or Imagin, if the Closing shall not have been consummated on or before May 31, 2005, provided, however, that this Agreement may be extended by written notice of either Cipher or Imagin and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. (e) By either Cipher or Imagin if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, the Parent upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller CodeSmart Shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller CodeSmart and CodeSmart Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerCodeSmart Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser the Parent set forth in this Agreement, or, if any representation or warranty of Purchaser the Parent and the shareholders of Purchaser the Parent shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the ClosingRescission: (ai) By the by mutual written consent of the parties;Parties; 652541 (bii) By Purchaser, upon a material breach of by any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shallParty, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission governmental authority shall have issued an order, decree or ruling or taken any other action (which orderaction, decree or ruling the parties hereto shall use its best efforts to lift)in each case permanently restraining, which permanently restrains, enjoins enjoining or otherwise prohibits prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by IGX NJ or ▇▇▇▇▇, at any time when iGambit or IGX DE is in breach of any of its covenants pursuant to this Agreement; provided that such breach shall not have been cured, in the case of a covenant, within ten (10) business days following receipt by the breaching party of notice of such breach; (iv) by IGX DE or iGambit, at any time when ▇▇▇▇▇ or IGX NJ is in breach of any of its covenants pursuant to this Agreement; provided that such breach shall not have been cured, in the case of a covenant, within ten (10) business days following receipt by the breaching party of notice of such breach; or (v) by any Party, if the Rescission has not occurred on or before April 30, 2013; provided, however, that the right to terminate this Agreement shall not be available to any Party whose breach of this Agreement has been the cause of, or resulted in, the failure of the Rescission to occur on or before such date. (b) In the event of termination of this Agreement, this Agreement shall immediately become void and there shall be no liability hereunder on the part of any Party except this Section 7(b) and Sections 6, 8 and 9 shall remain in full force and effect. (c) Nothing contained in this Agreement shall relieve any Party hereto from any liability for any fraud or any breach of any covenant contained herein, and the rights of the Parties to pursue all remedies for any such fraud or breach will survive such termination unimpaired. Each Party’s right of termination under this Section 7 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies.

Methods of Termination. This Subject to the other provisions of this Section 9.14, this Agreement may be terminated and the transactions contemplated hereby herein may be abandoned at any time before notwithstanding approval thereof by the Sellers, at any time prior to the Closing: (a) By the mutual written consent of the parties;Purchaser and the Company; or (b) By Purchaserthe Company on or after the Termination Date if any of the conditions provided for in Article 5 of this Agreement have not been reasonably satisfied or waived in writing by the Company prior to such date (unless the failure results primarily from a breach by the Company of any representation, upon warranty or covenant contained in this Agreement); or (c) By the Purchaser on or after the Termination Date if any of the conditions provided for in Article 5 of this Agreement have not been reasonably satisfied or waived in writing by the Purchaser prior to such date (unless the failure results primarily from a breach by the Purchaser of any representation, warranty or covenant contained in this Agreement); or (d) By the Company if there has been a material breach of any representation, warranty, covenant or agreement which remains uncured for 30 days after written notice thereof on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;; or (ce) By Seller, upon the Purchaser if there has been a material breach of any representation, warranty, covenant or agreement which remains uncured for 30 days after written notice thereof on the part of the Purchaser set forth in this Agreement, ; or, (f) By either party if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have any other governmental authority has issued an order, decree or ruling or taken any other action (which orderpermanently enjoining, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins restraining or otherwise prohibits prohibiting the transactions contemplated hereby and such order, decree, ruling or other action has become final and non-appealable. In the event of termination and abandonment pursuant to Section 9.14, written notice thereof will forthwith be given to the other party or parties, and the transactions contemplated herein will be abandoned, without further action by this Agreementany party hereto.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesGreen, Green Shareholders, and Discovery; (b) b. By PurchaserDiscovery, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company Green or Seller Green Shareholders set forth in this Agreement, or if any representation or warranty of Green or the Company or Seller Green Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "Green Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerGreen, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Discovery set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Discovery shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Discovery Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach.; d. By either Discovery or Green, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either Green or Discovery, if the Closing shall not have been consummated as a result of Discovery or Green having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Green or Discovery if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the partiesFRMB and MKHD; (b) By PurchaserMKHD, upon on a material breach on the part of FRMB of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller FRMB shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "FRMB Breach"), and such breach shallbreach, if capable of cure, has not been cured within ten twenty (1020) business days after receipt by the party in breach FRMB of a written notice from the non-breaching party MKHD setting forth in detail the nature of such breachFRMB Breach; (c) By SellerFRMB, upon a material breach on the part of MKHD of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser MKHD shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "MKHD Breach"), and such breach shallbreach, if capable of cure, has not have been cured within ten twenty (1020) business days after receipt by the party in breach MKHD of a written notice from the non-breaching party FRMB setting forth in detail the nature of such breach; andMKHD Breach; (d) By either MKHD or FRMB, if the Closing shall not have consummated before May 14, 2013; provided, however, that this Agreement may be extended by written notice of either FRMB or MKHD if the Closing shall not have been consummated as a result of the other party (FRMB or MKHD) having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; (e) By either the FRMB or MKHD if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (f) By either FRMB or MKHD if the other party breaches any of its covenants in Section 4.3 hereof in any material respect; (g) By either FRMB if MKHD Material Adverse Effect occurs following the date hereof; (h) By FRMB if: (i) this Agreement is not adopted by the Requisite MKHD Vote after a vote thereon at a duly held stockholders meeting or adjournment or postponement thereof; (ii) the board of directors of MKHD withdraws, modifies or amends the MKHD Board Recommendation in any manner adverse to FRMB; (iii) any and all cash obtained from MKHD’s Interim Financing is not deposited with the Escrow Account within three (3) business days following its receipt by MKHD; or (v) the results of the Due Diligence Review conducted by FRMB and its counsel and advisors are not to the complete satisfaction of FRMB. (i) By MKHD if the results of the Due Diligence Review conducted by MKHD and its counsel and advisors are not to the complete satisfaction of MKHD.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, AMCF upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller WHEC set forth in this Agreement, or if any representation or warranty of the Company or Seller WHEC shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerWHEC, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser AMCF set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser AMCF shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article IV hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesELITE, WT and NRMG; (b) b. By PurchaserNRMG, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company WT or Seller ELITE set forth in this Agreement, or if any representation or warranty of the Company WT or Seller ELITE shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "WT/ELITE Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerELITE, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser NRMG set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser NRMG shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "NRMG Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either NRMG or ELITE, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either ELITE or NRMG, if the Closing shall not have been consummated as a result of NRMG or ELITE having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either ELITE or NRMG if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Sellers set forth in this Agreement, or if any representation or warranty of the Company or Seller Sellers shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerSellers, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any one of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By at any time on or before the Closing Date by the mutual written consent in writing of the partiesPurchaser and Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth Closing Date by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article 6 of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachPurchaser; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth Closing Date by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article 7 of this Agreement shall not have been satisfied or waived in writing by Seller; (d) at any time on or before the Closing Date by Purchaser or Seller in writing if the other shall have been in breach of any representation or warranty in any material respect (as if such representation or warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein and such breach shall, if capable of cure, has not have been cured within ten by the earlier of thirty (1030) days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breachbreach or the Closing Date; provided, however, that neither party hereto may terminate this Agreement on account of its own breach hereof; (e) by either Seller or Purchaser in writing at any time after any of the regulatory authorities has denied the application, notice or request of the Purchaser for approval of the transactions contemplated hereby; and (df) By any party by Seller or Purchaser in writing if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated hereby are not consummated on or before June 29, 2006, unless extended by a written agreement by Seller and Purchaser, in which case this AgreementAgreement shall be null and void, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesSHAREHOLDERS, CIEC and XHT; (b) b. By PurchaserXHT, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller CIEC set forth in this Agreement, or if any representation or warranty of the Company or Seller CIEC shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfiedsatisfied (a "CIEC Breach"), and such breach shall, if capable of cure, has have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerCIEC, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser XHT or the SHAREHOLDERS set forth in this Agreement, or, if any representation or warranty of Purchaser and XHT or the shareholders of Purchaser SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "XHT Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either XHT or CIEC, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either CIEC or XHT, if the Closing shall not have been consummated as a result of XHT or CIEC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either CIEC or XHT if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, BLES upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Apple Green Shareholder set forth in this Agreement, or if any representation or warranty of the Company or Seller Apple Green and Apple Green Shareholder shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerApple Green Shareholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser BLES set forth in this Agreement, or, if any representation or warranty of Purchaser BLES and the shareholders of Purchaser BLES shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before prior to the Closing:Initial Closing (but not thereafter): (a) By the by mutual written consent of the partiesparties hereto; (b) By Purchaserby Sellers or Purchasers (i) thirty (30) days after the date upon which any request or application for a required regulatory approval, upon authorization, consent or order from any federal or state banking or other regulatory authority or agency necessary for both the transactions contemplated hereby and the transactions contemplated by the Fleet Sale Agreement shall have been denied, unless within the thirty (30) day period following such denial a petition for rehearing or an amended application has been filed with such governmental regulatory authority or agency; PROVIDED, HOWEVER, that no party shall have the right to terminate this Agreement pursuant to this SECTION 11.1(b) if such denial shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respects the covenants and agreements of such party set forth herein, or (ii) if any federal or state banking or other regulatory authority or agency, or court of competent jurisdiction, shall have issued a final and non-appealable order, injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby; (c) by Sellers or Purchasers (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untruecontained herein), in either case such that any the event of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach by the other party of any representation, warranty, covenant or other agreement on the part of Purchaser set forth in this Agreementcontained herein, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would which breach is not be satisfied, and such breach shall, if capable of cure, not have been cured within ten after thirty (1030) days after receipt by written notice thereof is given to the party in breach of a written notice from the non-breaching party setting forth in detail the nature of committing such breach; and; (d) By by Sellers or Purchasers for any party reason or no reason if a court of competent jurisdiction the Initial Closing has not occurred on or governmentalbefore June 30, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action 2001. (which order, decree or ruling the parties hereto shall use its best efforts e) by Purchasers pursuant to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementSECTION 7.9 hereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of Li and the partiesCompany; (b) b. By Purchaserthe Company or Yili US, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Li set forth in this Agreement, or if any representation or warranty of the Company or Seller Li shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "Li Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerLi, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser the Company or Yili US set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Company or Yili US shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Company Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either the Company or Li, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either Li or the Company, if the Closing shall not have been consummated as a result of the Company or Li having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Li or the Company if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, Telstar upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Agricorp Holders set forth in this Agreement, or if any representation or warranty of Agricorp or the Company or Seller Agricorp Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Sellerthe Agricorp Holders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Telstar set forth in this Agreement, or, if any representation or warranty of Purchaser Telstar and the shareholders of Purchaser Telstar Holders shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and; (d) By any party, if the Closing shall not have consummated on or before February 11, 2011; (e) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before March 27, 1998 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten thirty (1030) calendar days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) calendar days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Company or Seller set forth in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VI of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt satisfied or waived in writing by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachSeller; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Closing Date by the Purchaser set forth in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would Article VII of this Agreement shall not be satisfiedhave been satisfied or waived in writing by the Purchaser; (d) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such breach shall, if capable of cure, has not have been cured within ten by the earlier of (10i) fifteen (15) days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach, or (ii) the Closing Date; andprovided, however, that neither party hereto may terminate this Agreement on account of its own breach hereof; (de) By by either the Seller or the Purchaser in writing at any party if a court time after any of competent jurisdiction the regulatory authorities has denied any application, notice or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling request of the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement (other than regulatory capital levels or ratios) that is reasonably unacceptable to either party unless within 10 days after such regulatory action, the Seller and Purchaser agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority taking such action; (f) by this Agreementeither the Seller or the Purchaser in writing if the transactions contemplated hereby are not consummated on or before March 31, 2014, unless extended by a written agreement by the Seller and Purchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesCEH Stockholders, CEH and Buyonate; (b) b. By PurchaserBuyonate, upon a material breach of any representation, warranty, covenant or agreement on the part of CEH or the Company or Seller CEH Stockholders set forth in this Agreement, or if any representation or warranty of CEH or the Company or Seller CEH Stockholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "CEH Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerCEH or any CEH Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Buyonate set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Buyonate shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Buyonate Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By any party, if the Closing shall not have consummated before ninety (90) days after the date hereof; andprovided, however, that this Agreement may be extended by written notice of either CEH or Buyonate, if the Closing shall not have been consummated as a result of Buyonate or CEH having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. (d) e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Subject to Section 7 hereof, this Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before the Closingtime: (a) By the by mutual written consent of the partiesPurchaser and the Seller; (b) By Purchaser, upon a material breach of any representation, warranty, covenant by either party if the other party has materially breached or agreement on the part of the Company or Seller set forth in defaulted with respect to its respective obligations under this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, Agreement and such breaching party is unable to cure such breach shall, if capable of cure, has not been cured within ten thirty (1030) days after receipt by the party in breach of a receiving written notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party Sellers if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement are not consummated on or before the Closing Date due to the willful breach or default by the Purchasers; PROVIDED that if the Sellers have materially breached or defaulted with respect to their respective obligations under this Agreement on or before such date, the Sellers may not terminate this Agreement pursuant to this Section 9.1(c); (d) by the Purchasers if the transactions contemplated by this Agreement are not consummated on or before the Closing Date due to the willful breach or default by the Sellers; PROVIDED that if the Purchasers have materially breached or defaulted with respect to their respective obligations under this Agreement on or before such date, the Purchasers may not terminate this Agreement pursuant to this Section 9.1(d); (e) by the Purchaser if as of the Closing Date any of the conditions specified in Article V hereof have not been satisfied in any material respect or if the Seller is otherwise in default in any material respect under this Agreement; or (f) by the Seller if, as of the Closing Date, any of the conditions specified in Article VI hereof have not been satisfied in any material respect or if the Purchaser is otherwise in default in any material respect under this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the ClosingClosing Only: (a) i. By the mutual written consent of the partiesStarpoint, and CAWC; (b) ii. By PurchaserCAWC, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this AgreementStarpoint, or if any representation or warranty of the Company or Seller Starpoint shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfiedsatisfied (a "Starpoint Breach"), and such breach shallbreach, if capable of cure, has not been cured within ten Thirty (1030) days after receipt by the party Party in breach of a notice from the non-breaching party Party setting forth in detail the nature of such breach; (c) iii. By SellerStarpoint, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser CAWC set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser CAWC shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "CAWC Breach"), and such breach shall, if capable of cure, not have been cured within ten Thirty (1030) days after receipt by the party Party in breach of a written notice from the non-breaching party Party setting forth in detail the nature of such breach; iv. By either CAWC or Starpoint, if the Closing shall not have consummated before Ninety (90) days after the date hereof; andprovided, however, that this Agreement may be extended by written consent of both Starpoint and CAWC, if the Closing shall not have been consummated as a result of CAWC or Starpoint having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement. (d) v. By any party either Starpoint or CAWC if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties Parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, CMG upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Good Gaming Shareholders set forth in this Agreement, or if any representation or warranty of the Company or Seller Good Gaming and Good Gaming Shareholders shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerGood Gaming Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser CMG set forth in this Agreement, or, if any representation or warranty of Purchaser CMG and the shareholders of Purchaser CMG shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesTsai, Global Pharma and Top Flight; (b) By Purchaserb. ByTop Flight, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company Global Pharma or Seller Tsai set forth in this Agreement, or if any representation or warranty of the Company Global Pharma or Seller Tsai shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (an "GP Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerGlobal Pharma , upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Top Flight set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Top Flight shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "TF Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either Top Flight or Global Pharma, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either Top Flight or Global Pharma, if the Closing shall not have been consummated as a result of Top Flight or Global Pharma having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Global Pharma or Top Flight if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the parties; (b) By Purchaser, CodeSmart upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller Jasper set forth in this Agreement, or if any representation or warranty of the Company or Seller Jasper shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article V hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By SellerJasper, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser CodeSmart set forth in this Agreement, or, if any representation or warranty of Purchaser CodeSmart and the shareholders of Purchaser CodeSmart shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article IV hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and the transactions Transactions contemplated hereby may be abandoned rescinded at any time before prior to the Closing: (a) By Closing by the mutual written consent of the parties;, or up to twelve (12) months after the Closing Date as set forth below: (ba) By Purchaser, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (cb) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (dc) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions Transactions contemplated by this Agreement.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated and the transactions contemplated hereby may be and/or abandoned at any time before prior to the First Closing: (a) By by the mutual written consent of the partiesBuyer and Seller; (b) By PurchaserBuyer or Seller, upon a material if the First Closing shall not have occurred on or before the three (3) month anniversary of the Effective Date (the “Termination Date”); provided, however, that the right to terminate this Agreement under this clause (b) of Section 13.1 shall not be available to any party whose breach of any representation, warranty, covenant or agreement on this Agreement has resulted in the part failure of the Company Closing to occur on or Seller set forth in this Agreement, or if any representation or warranty of before the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachTermination Date; (c) By at the election of Buyer or Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins enjoining or otherwise prohibits prohibiting the transactions contemplated under this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; (d) at the election of Buyer, if Seller shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not have been cured within thirty (30) days after receipt by this AgreementSeller of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured); or (e) at the election of Seller, if Buyer shall have breached any representation, warranty, covenant or agreement contained herein and such breach shall not have been cured within thirty (30) days after receipt by Buyer of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured).

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent in writing of the partiesPurchaser and the Stockholder Representative; (b) By by written notice from the Purchaser or the Stockholder Representative if the transactions contemplated by this Agreement are not consummated on or before End Date; provided, that the right to terminate this Agreement under this Section 10.1(b) will not be available to any Party (including the Purchaser, upon the Company and the Stockholders) whose material Breach of a representation, warranty, covenant, or agreement under this Agreement has been the cause of, or resulted in the failure of, the Closing to occur on or before such date; (c) by written notice from the Purchaser to the Stockholder Representative if (provided, that the Purchaser is not then in material breach Breach of any representation, warranty, covenant covenant, or other agreement on contained herein) (i) the part Company or the Stockholders fail to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the Company or the Stockholders prior to the Closing or (ii) the Company or any Stockholder is otherwise in material Breach under this Agreement, and in the case of either of clause (i) or clause (ii) such that the condition set forth in Section 7.2(a) or 7.2(b) would not be satisfied; provided, however, if such Breach is curable the Purchaser may not terminate this Agreement until the date that is ten (10) Business Days from the date written notice was provided to the Stockholder Representative; or (d) by written notice from the Stockholder Representative to the Purchaser if (provided, that none of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth Stockholders are then in Section 3.3 hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach Breach of any representation, warranty, covenant covenant, or other agreement on contained herein) (i) the part of Purchaser set forth fails to perform in any material respect any covenants or agreements contained in this Agreement required to be performed by the Purchaser prior to the Closing or (ii) the Purchaser is otherwise in material Breach under this Agreement, or, if any representation and in the case of either of clause (i) or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case clause (ii) such that any of the conditions condition set forth in Section 3.4 hereof 7.3(a) or 7.3(b) would not be satisfied; provided, and such breach shallhowever, if capable of cure, such default or Breach is curable the Stockholder Representative may not have been cured within terminate this Agreement until the date that is ten (10) days after receipt by Business Days from the party in breach of a date written notice from was provided to the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this AgreementPurchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before prior to the Closing: (a) By the by mutual written consent of the partiesSeller and Purchaser; (b) By by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement are not consummated on or before June 30, 1996 (the "Termination Date"), unless the failure of such occurrence is due to the failure of the party seeking to terminate this Agreement to perform or to observe the agreements set forth herein at or before the Closing; (c) by either Seller or Purchaser, upon written notice to the other, if there is a material breach of any representation, warranty, covenant or agreement on the part an obligation of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would not be satisfied, other party hereunder and such breach shall, if capable of cure, has is not been cured remedied within ten (10) 30 days after receipt by the such breaching party of notice in breach of a notice writing from the non-breaching party setting forth in detail party, specifying the nature of such breachbreach and requesting that it be remedied; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By by either Seller or Purchaser, upon written notice to the other, if any party if a court or governmental authority of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby; or (e) by either Seller or governmentalPurchaser, regulatory or administrative agency or commission upon written notice to the other, following the expiration of thirty (30) days after any Governmental Entity shall have issued an order, decree denied or ruling refused to grant the 51 approvals or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts consents required to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by be obtained pursuant to this Agreement, unless within said thirty (30) day period Purchaser and Seller agree to submit or resubmit an application to, or appeal the decision of, the regulatory authority which denied or refused to grant approval thereof.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Purchaser or Seller, in writing 5 days in advance of such termination, if the mutual written consent of the partiesClosing has not occurred by September 1, 1999; (b) By Purchaser, upon a material breach at any time on or prior to the Effective Time by the mutual consent in writing of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth Purchaser and Seller; (c) by Purchaser in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article VII of this Agreement shall not be satisfiedhave been met by Seller or waived in writing by Purchaser within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and such breach shallin no event later than September 1, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach1999; (cd) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth by Seller in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VIII of this Agreement shall not have been met by Purchaser or waived in writing by Seller within 15 days following the date of all approvals by regulatory agencies and after all statutory waiting periods have expired, and in no event later than September 1, 1999; (e) at any time on or prior to the Effective Time, by Purchaser or Seller in writing, if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 days after receipt by the party in breach giving of a written notice from to the non-breaching party setting forth in detail the nature of such breach; andbreach or the Effective Time. (df) By by Seller in writing at any party if a court time after any applicable regulatory authority has denied by final action any application of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Purchaser for approval of the transactions contemplated by this Agreementherein, or in the event of any action, suit, protest or proceeding (excluding any third-party protests that do not name Seller or affect Seller's operations) that seeks to delay, limit or prohibit the transactions contemplated herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at terminated in any time before one of the Closingfollowing ways: (a) By at any time on or before the mutual written consent Closing Date by the agreement in writing of the all parties; (b) By on the Closing Date by the Purchaser in writing if the conditions set forth in Article V of this Agreement shall not have been satisfied or waived in writing by the Purchaser; (c) on the Closing Date by the Seller in writing if the conditions set forth in Article VI of this Agreement shall not have been satisfied or waived in writing by such parties; (d) at any time on or before the Closing Date by the Purchaser in writing pursuant to Sections 2.7(a), upon a material 2.8, or 2.11(c); (e) at any time on or before the Closing Date by the Purchaser in writing if the Seller shall have been in breach of any representation or warranty (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, agreement or obligation contained herein and such breach has not been cured by the earlier of five (5) days after the giving of written notice to the breaching party of such breach or the Closing Date, but only if such breach of the representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreementobligation has had, or would have, a Material Adverse Effect; (f) at any time on or before the Closing Date by the Seller if the Purchaser shall have been in breach of any representation or warranty (as if such representation or warranty had been made on and as of the Company or Seller shall become untrue, in either case such that any date hereof and on the date of the conditions set forth notice of breach referred to below), or in Section 3.3 hereof would not be satisfiedbreach of any covenant, agreement or obligation contained herein and such breach shall, if capable of cure, has not been cured within ten by the earlier of five (105) days after receipt by the party in giving of written notice to the Purchaser of such breach or the Closing Date; but only if such breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) By Seller, upon a material breach of any representation, warranty, covenant or agreement on obligation materially impaired, or would materially impair, the part ability of the Purchaser set forth in to perform its obligations under this Agreement, or, if any representation Agreement or warranty otherwise materially threaten or materially impede the consummation by the Purchaser of Purchaser the Transaction and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; and (d) By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (g) by either the Seller or the Purchaser in writing at any time subsequent to the denial by any regulatory authority whose approval is necessary of any application of the Purchaser for approval of the Transaction; or (h) by the Purchaser at any time subsequent to the approval by any regulatory authority whose approval is necessary of any application of the Purchaser for approval of the Transaction if such approval contains or imposes any condition or requirement that materially and adversely affects Purchaser or the economic benefits to Purchaser of the Transaction.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) a. By the mutual written consent of the partiesSHAREHOLDERS, DPI and Parallel; (b) b. By PurchaserParallel, upon a material breach of any representation, warranty, covenant or agreement on the part of DPI or the Company or Seller SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of DPI or the Company or Seller SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VI hereof would not be satisfiedsatisfied (a "DPI Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (c) c. By SellerDPI, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser Parallel set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser Parallel shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article V hereof would not be satisfiedsatisfied (a "Parallel Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach; d. By either Parallel or DPI, if the Closing shall not have consummated before ninety (90) days after the date hereof; and (dprovided, however, that this Agreement may be extended by written notice of either DPI or Parallel, if the Closing shall not have been consummated as a result of Parallel or DPI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) By shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either DPI or Parallel if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Methods of Termination. This Agreement may be terminated and in any of the transactions contemplated hereby may be abandoned at any time before the Closingfollowing ways: (a) By by either Buyer or Seller, in writing five calendar days in advance of such termination, if the mutual written consent Closing has not occurred by June 30, 2003, and such failure to close the transactions contemplated by this Agreement has not been caused by a breach of this Agreement by the partiesterminating party; (b) By Purchaser, upon a material breach at any time on or prior to the Effective Time by the mutual consent in writing of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth and Buyer; (c) by Seller in this Agreement, or writing if any representation or warranty of the Company or Seller shall become untrue, in either case such that any of the conditions set forth in Section 3.3 hereof would Article IX of this Agreement shall not be satisfied, and such breach shall, if capable of cure, has not have been cured within ten (10) days after receipt met by Buyer or waived in writing by Seller prior to the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breachClosing Date; (cd) By Seller, upon a material breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth by Buyer in this Agreement, or, writing if any representation or warranty of Purchaser and the shareholders of Purchaser shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VIII of this Agreement shall not have been met by Seller or waived in writing by Buyer prior to the Closing Date; (e) any time prior to the Effective Time, by Buyer or Seller in writing if the other shall have been in breach of any representation and warranty in any material respect (as if such representation and warranty had been made on and as of the date hereof would not be satisfiedand on the date of the notice of breach referred to below) or in breach of any covenant, undertaking or obligation contained herein, and such breach shall, if capable of cure, has not have been cured within ten (10) by the earlier of 30 calendar days after receipt by the giving of notice to the breaching party of such breach or the Effective Time; provided, however, that there shall be no cure period in connection with any breach of a written notice from Section 7.3 hereof, so long as such breach by Buyer was not caused by any action or inaction of Seller, and Seller may terminate this Agreement immediately if regulatory applications are not filed within 21 calendar days after the non-breaching party setting forth date of this Agreement as provided in detail the nature of such breachthat section; andor (df) By by Seller in writing at any party if a court time after any applicable regulatory authority has denied approval of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits application of Buyer for approval of the transactions contemplated by this Agreementherein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) By the mutual written consent of the partiesWOD and DEAC; (b) By PurchaserDEAC, upon on a material breach on the part of WOD of any representation, warranty, covenant or agreement on the part of the Company or Seller set forth in this Agreement, or if any representation or warranty of the Company or Seller WOD shall become untrue, in either case such that any of the conditions set forth in Section 3.3 Article VII hereof would not be satisfiedsatisfied (a "WOD Breach"), and such breach shallbreach, if capable of cure, has not been cured within ten twenty (1020) business days after receipt by the party in breach WOD of a written notice from the non-breaching party DEAC setting forth in detail the nature of such breachWOD Breach; (c) By SellerWOD, upon a material breach on the part of DEAC of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or, if any representation or warranty of Purchaser and the shareholders of Purchaser DEAC shall become untrue, in either case such that any of the conditions set forth in Section 3.4 Article VI hereof would not be satisfiedsatisfied (a "DEAC Breach"), and such breach shallbreach, if capable of cure, has not have been cured within ten twenty (1020) business days after receipt by the party in breach DEAC of a written notice from the non-breaching party WOD setting forth in detail the nature of such breach; andDEAC Breach; (d) By either DEAC or WOD, if the Second Closing shall not have consummated before October 1, 2016, or if after the Second Closing, the Third Closing shall not have consummated before December 31, 2016; provided, however, that this Agreement may be extended by written notice of either WOD or DEAC if the Second Closing or Third Closing shall not have been consummated as a result of WOD or DEAC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; (e) By either WOD or DEAC if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (f) By either WOD or DEAC if the other party breaches any of its covenants in Section 4.3 hereof in any material respect; OR (g) By either WOD if DEAC Material Adverse Effect occurs following the date hereof.