Common use of Termination for Certain Causes Clause in Contracts

Termination for Certain Causes. This Agreement may be terminated ------------------------------ at any time prior to or on the Closing Date by the Selling Shareholder or the Company upon written notice to the other party as follows, and, upon such termination of this Agreement, no party hereto shall have any liability to the other: (a) By the Company, if the terms, covenants or conditions of this Agreement to be complied with or performed by the Selling Shareholder at or before the Closing shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by the Company. (b) By the Selling Shareholder, if the terms, covenants or conditions of this Agreement to be complied with or performed by the Company at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by the Selling Shareholder. (c) By any party, if any action, suit or proceeding shall have been instituted or threatened against any party to this Agreement to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated herein, which, in the good faith opinion of any party, makes consummation of the transactions herein contemplated inadvisable.

Termination for Certain Causes. This Agreement may be terminated at ------------------------------ at any time prior to or on the Closing Date by the Selling Shareholder Entities (other than Innotrac) and the Equity Holders, on the one hand and acting as a group, or by Innotrac, on the Company other hand, upon written notice to the other party parties as follows, and, upon such termination of this Agreement, no party hereto shall have any liability to the other: (a) By the CompanyInnotrac, if the terms, covenants or conditions of this Agreement to be complied with or performed by any or all of the Selling Shareholder at or before other Entities and the Closing shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by the Company. (b) By the Selling Shareholder, if the terms, covenants or conditions of this Agreement to be complied with or performed by the Company Equity Holders at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by Innotrac. (b) By the Selling Shareholderother Entities and the Equity Holders, acting as a group, if the terms, covenants or conditions of this Agreement to be complied with or performed by Innotrac at or before the Closing Date shall not have been complied with or performed and such noncompliance or nonperformance shall not have been waived by all Entities and all Equity Holders. (c) By any party, if any action, suit or proceeding Action shall have been instituted or threatened against any party to this Agreement to restrain restrain, prohibit or prohibitdelay, or to obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated hereinTransactions or the IPO, which, in the reasonable and good faith opinion of any party, makes consummation of the transactions herein contemplated inadvisable. (d) By any party, if the Underwriting Agreement has not been executed and delivered by the several underwriters named therein on or before December 31, 1998. (e) By mutual written agreement of the parties.