Common use of Agreement Termination Clause in Contracts

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH and Brookside; (b) by PSMH or UCMC (if neither PSMH nor UCMC is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside or the Members with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside or the Members makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside Material Adverse Effect after the date of this Agreement; (iii) a Brookside Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests the approval of any transaction other than the Merger; (v) the Members fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011; (c) by Brookside and the Members (if neither Brookside nor any of the Members is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Material Adverse Effect after the date of this Agreement; (iii) a PSMH Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15, 2011.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH Shoshone and BrooksideBohica; (b) by PSMH or UCMC Shoshone (if neither PSMH Shoshone nor UCMC Merger Sub is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside Bohica or the Members Shareholders with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside Bohica or the Members Shareholders makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside Bohica Material Adverse Effect after the date of this Agreement; (iii) a Brookside Bohica Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside Bohica withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests Bohica Common Stock the approval of any transaction other than the Merger; or (v) the Members Shareholders fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011; (c) by Brookside and Bohica or the Members Shareholders (if neither Brookside Bohica nor any of the Members Shareholders is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH Shoshone or UCMC Merger Sub with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC Shoshone makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Shoshone Material Adverse Effect after the date of this Agreement; (iii) a PSMH Shoshone Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH Shoshone withdraws its recommendation of the Merger, if given, or recommends to UCMC Shoshone the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15, 2011.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH and BrooksideIMP; (b) by PSMH or UCMC (if neither PSMH nor UCMC is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside IMP or the Members Shareholder with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside IMP or the Members Shareholder makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside an IMP Material Adverse Effect after the date of this Agreement; (iii) a Brookside an IMP Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside IMP withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests IMP Shares the approval of any transaction other than the Merger; (v) the Members fail Shareholder fails to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15November 30, 2011; (c) by Brookside IMP and the Members Shareholder (if neither Brookside IMP nor any of the Members Shareholder is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Material Adverse Effect after the date of this Agreement; (iii) a PSMH Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15November 30, 2011.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger Acquisition contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH Heatwurx and BrooksideDr. Pave; (b) by PSMH or UCMC Heatwurx (if neither PSMH nor UCMC Heatwurx is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside Dr. Pave or the Members any Member with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty five (305) days; (ii) Brookside Dr. Pave or the Members any Member makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside Dr. Pave Material Adverse Effect after the date of this Agreement; (iii) a Brookside Dr. Pave Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board governing body of Directors of Brookside Dr. Pave withdraws its recommendation of the MergerAcquisition, if given, or recommends to holders of Brookside Dr. Pave Membership Interests the approval of any transaction other than the MergerAcquisition; (v) the Members fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July January 15, 20112014; (c) by Brookside Dr. Pave and the Members (if neither Brookside Dr. Pave nor any of the Members is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC Heatwurx with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty five (305) days; (ii) PSMH or UCMC Heatwurx makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Heatwurx Material Adverse Effect after the date of this Agreement; (iii) a PSMH Heatwurx Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH Heatwurx withdraws its recommendation of the MergerAcquisition, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July January 15, 20112014.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this A&R Agreement may be terminated and the Merger Transactions contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH KMI and BrooksideEveryStory; (b) by PSMH or UCMC KMI (if neither PSMH nor UCMC KMI is not then in material breach of its obligations under this A&R Agreement) if: (i) a material default or breach shall be made by Brookside EveryStory or the Members Shareholders with respect to the due and timely performance of any of its or his their covenants and agreements contained herein and such default is not cured within thirty ten (3010) days; (ii) Brookside EveryStory or the Members Shareholders makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside EveryStory Material Adverse Effect after the date of this A&R Agreement; (iii) a Brookside EveryStory Material Adverse Effect shall have occurred after the date of this A&R Agreement; or (iv) the Board of Directors of Brookside withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests the approval of any transaction other than the Merger; (v) the Members fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15September 5, 20112016; (c) by Brookside and the Members EveryStory (if neither Brookside EveryStory nor any of the Members Shareholder is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC KMI with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty ten (3010) days; (ii) PSMH or UCMC KMI makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH KMI Material Adverse Effect after the date of this Agreement; (iii) a PSMH KMI Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15September 14, 20112016.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH and BrooksideFidelity; (b) by PSMH or UCMC (if neither PSMH nor UCMC is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside Fidelity or the Members Shareholders with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside Fidelity or the Members Shareholders makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside an Fidelity Material Adverse Effect after the date of this Agreement; (iii) a Brookside an Fidelity Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside Fidelity withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests Fidelity Common Stock the approval of any transaction other than the Merger; (v) the Members Shareholders fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15August 31, 2011; (c) by Brookside Fidelity and the Members Shareholders (if neither Brookside Fidelity nor any of the Members Shareholders is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Material Adverse Effect after the date of this Agreement; (iii) a PSMH Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15August 31, 2011.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated terminated, and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH TTM and Brookside;SYSX; or (b) by PSMH or UCMC TTM (if neither PSMH nor UCMC TTM is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside or the Members with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside or the Members makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside Material Adverse Effect after the date of this Agreement; (iii) a Brookside Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests the approval of any transaction other than the Merger; (v) the Members fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011; (c) by Brookside and the Members (if neither Brookside nor any of the Members is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC SYSX with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC SYSX makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH SYSX Material Adverse Effect after the date of this Agreement; (iii) a PSMH SYSX Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH SYSX withdraws its recommendation of the Merger, if given, or recommends to UCMC holders of SYSX Common Stock the approval of any transaction other than the Merger; or (c) by SYSX (if SYSX is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by TTM with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) TTM makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a TTM Material Adverse Effect after the date of this Agreement; (iii) a TTM Material Adverse Effect shall have occurred after the date of this Agreement; or (viv) Closing shall not have occurred on the Board of Directors of TTM withdraws its recommendation of the Merger, if given, or before July 15, 2011recommends to the shareholders of TTM the approval of any transaction other than the Merger.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH CMT and BrooksideJLLM; (b) by PSMH or UCMC CMT (if neither PSMH nor UCMC CMT is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside JLLM or the Members Shareholder with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside JLLM or the Members Shareholder makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside JLLM Material Adverse Effect after the date of this Agreement; (iii) a Brookside JLLM Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside JLLM withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests JLLM Common Stock or JLLM Preferred Stock the approval of any transaction other than the Merger; or (v) the Members fail Shareholder fails to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011; (c) by Brookside and JLLM or the Members Shareholder (if neither Brookside JLLM nor any of the Members Shareholder is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH CMT or UCMC Merger Sub with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH CMT or UCMC the Merger Sub makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH CMT Material Adverse Effect after the date of this Agreement; (iii) a PSMH CMT Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH CMT withdraws its recommendation of the Merger, if given, or recommends to UCMC the Merger Sub the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15, 2011.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH and BrooksideUCMC; (b) by PSMH or UCMC PSMI (if neither PSMH PSMH, PSMI, nor UCMC Merger Sub is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside UCMC or the Members Shareholder with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside UCMC or the Members Shareholder makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside UCMC Material Adverse Effect after the date of this Agreement; (iii) a Brookside UCMC Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside UCMC withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests UCMC Common Stock or UCMC Preferred Stock the approval of any transaction other than the Merger; or (v) the Members fail Shareholder fails to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011; (c) by Brookside and UCMC or the Members Shareholder (if neither Brookside UCMC nor any of the Members Shareholder is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH PSMH, PSMI, or UCMC Merger Sub with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC PSMI makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Material Adverse Effect after the date of this Agreement; (iii) a PSMH Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC PSMI the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15, 2011.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger Exchange Transaction contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH Senetek and BrooksideIron Eagle; (b) by PSMH or UCMC Senetek (if neither PSMH nor UCMC Senetek is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside Iron Eagle or the Members any Shareholder with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside Iron Eagle or the Members any Shareholder makes an amendment or supplement to any schedule Schedule hereto and such amendment or supplement reflects a Brookside an Iron Eagle Material Adverse Effect after the date of this Agreement; (iii) a Brookside an Iron Eagle Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside Iron Eagle withdraws its recommendation of the MergerExchange Transaction, if given, or recommends to holders of Brookside Membership Interests Iron Eagle Common Stock the approval of any transaction other than the MergerExchange Transaction; or (v) the Members Shareholders fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011;. (c) by Brookside Iron Eagle and the Members Shareholders (if neither Brookside Iron Eagle nor any of the Members Shareholders is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC Senetek with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC Senetek makes an amendment or supplement to any schedule Schedule hereto and such amendment or supplement reflects a PSMH Senetek Material Adverse Effect after the date of this Agreement; (iii) a PSMH Senetek Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH Senetek withdraws its recommendation of the MergerExchange Transaction, if given, or recommends to UCMC holders of Senetek Ordinary Shares the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15, 2011Exchange Transaction.

Agreement Termination. Anything herein or elsewhere 3.1 This Agreement will terminate and Wausau’s and Affiliates’ obligations hereunder will cease upon the earliest to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as followsoccur of: (a) the 91st day after Wausau has made all Excess Contributions as adjusted pursuant to Section 1.7, provided that all Required Contributions have been made and provided further that no bankruptcy case has been commenced by mutual written agreement of PSMH and Brooksideor against Wausau prior to such 91st day; (b) by PSMH or UCMC (if neither PSMH nor UCMC is then in material breach after completion of its obligations Wausau’s 2014 and 2015 Excess Contributions under this Agreement) if: (i) a material default or breach shall be made by Brookside or the Members with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside or the Members makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside Material Adverse Effect after the date of this Agreement; (iii) a Brookside Material Adverse Effect , if Wausau shall have occurred after the date of this Agreement; (iv) the Board of Directors of Brookside withdraws its recommendation of the Mergermaintained a Consolidated Leverage Ratio, if givenevaluated on a quarterly basis, equal to or recommends to holders of Brookside Membership Interests the approval of any transaction other less than the Merger; (v) the Members fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15, 2011a 2.5 times multiple for four consecutive calendar quarters; (c) five years after the Effective Date; or (d) the date by Brookside which all Plans have terminated in standard terminations, and for each Plan, the Members date of termination for purposes of this Section 3.1(c) will be deemed to be the later of (1) 180 days after the date on which PBGC receives a Form 501-Post Distribution Certification for such Plan indicating that such Plan has terminated in a standard termination under 29 U.S.C. § 1341(b) if neither Brookside nor any PBGC has not by such 180th day issued audit findings or a notice of the Members is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC noncompliance with respect to such standard termination, and (2) if PBGC by such 180th day, has issued audit findings or a notice of noncompliance with respect to such standard termination, the due date on which such audit findings have been complied with or rescinded or on which such notice of noncompliance has been rescinded. 3.2 If Wausau and timely performance Affiliates believe that this Agreement has terminated under Section 3.1,Wausau and/or Affiliates shall provide PBGC with written notice so stating, and setting forth the basis for its assertion that this Agreement has terminated. Within 30 days after receipt of such notice and Wausau’s and/or Affiliates’ provision to PBGC of any of its covenants and agreements contained herein and additional information reasonably requested by PBGC, PBGC shall respond in writing to Wausau and/or Affiliates as to whether it concurs with such default is not cured within thirty (30) daysassertion; (ii) PSMH provided, however, that notwithstanding anything in Sections 7.5 or UCMC makes an amendment or supplement 8.8 to any schedule hereto and such amendment or supplement reflects the contrary, a PSMH Material Adverse Effect after failure on the date of this Agreement; (iii) a PSMH Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation part of the Merger, if given, or recommends PBGC to UCMC respond within 30 days in writing to Wausau’s and/or Affiliates’ written notice of termination of the approval Agreement shall be deemed to be a concurrence with said notice. The notice of any transaction other than termination of the Merger; or (v) Closing Agreement shall not have occurred on or before July 15, 2011.state the 30 day response deadline. -5-

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger Transactions contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH KMI and BrooksideEveryStory; (b) by PSMH or UCMC KMI (if neither PSMH nor UCMC KMI is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside EveryStory or the Members Shareholders with respect to the due and timely performance of any of its or his their covenants and agreements contained herein and such default is not cured within thirty ten (3010) days; (ii) Brookside EveryStory or the Members Shareholders makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside EveryStory Material Adverse Effect after the date of this Agreement; (iii) a Brookside EveryStory Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of Brookside withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Membership Interests the approval of any transaction other than the Merger; (v) the Members fail to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 15September 5, 20112016; (c) by Brookside and the Members EveryStory (if neither Brookside EveryStory nor any of the Members Shareholder is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC KMI with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty ten (3010) days; (ii) PSMH or UCMC KMI makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH KMI Material Adverse Effect after the date of this Agreement; (iii) a PSMH KMI Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 15August 5, 20112016.

Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows: (a) by mutual written agreement of PSMH and BrooksideFounders; (b) by PSMH or UCMC (if neither PSMH nor UCMC is then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by Brookside Founders or the Members Member with respect to the due and timely performance of any of its or his covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) Brookside Founders or the Members Member makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a Brookside Founders Material Adverse Effect after the date of this Agreement; (iii) a Brookside Founders Material Adverse Effect shall have occurred after the date of this Agreement; (iv) the Board managing member(s) of Directors of Brookside Founders withdraws its recommendation of the Merger, if given, or recommends to holders of Brookside Founders Membership Interests the approval of any transaction other than the Merger; (v) the Members fail Member fails to approve this Agreement as provided in this Agreement; or (vi) Closing shall not have occurred on or before July 1510, 2011; (c) by Brookside Founders and the Members Member (if neither Brookside Founders nor any of the Members Member is then in material breach of their obligations under this Agreement) if: (i) a material default or breach shall be made by PSMH or UCMC with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) PSMH or UCMC makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a PSMH Material Adverse Effect after the date of this Agreement; (iii) a PSMH Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of PSMH withdraws its recommendation of the Merger, if given, or recommends to UCMC the approval of any transaction other than the Merger; or (v) Closing shall not have occurred on or before July 1510, 2011.