Common use of Basis for Termination Clause in Contracts

Basis for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by Gold upon written notice to Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold would materially adversely affect the operations of or would be unduly burdensome to Gold; (c) by Gold or Company if the other party has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the nonbreaching party shall have given notice to the breaching party of the existence of such breach or (ii) the Closing Date; (d) by Gold or Company upon written notice to the other of any other condition imposed for the benefit of such party that shall not have been satisfied or waived prior to the Closing Date; or (e) by either Gold or Company if the Closing Date shall not have occurred by December 31, 1998, unless Gold and Company agree in writing to extend such deadline; provided that the terminating party is not then in material breach of this Agreement. As used in this Section 9.1, actions contemplated as being taken by Gold or the Company must be taken by their respective Board of Directors or the Executive Committee of such Board.

Basis for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by Gold upon written notice to Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold would materially adversely affect the operations of or would be unduly burdensome to Gold; (c) by Gold or Company if the other party has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the nonbreaching non-breaching party shall have given notice to the breaching party of the existence of such breach or (ii) the Closing Date; (d) by Gold or Company upon written notice to the other of any other condition imposed for the benefit of such party that shall not have been satisfied or waived prior to the Closing Date; or (e) by either Gold or Company if the Closing Date shall not have occurred by December August 31, 1998, unless Gold and Company agree in writing to extend such deadline1997; provided that the terminating party is not then in material breach of this AgreementAgreement and provided further that such delay has not been caused by regulatory action or inaction, whether by banking authorities, the Securities and Exchange Commission, or otherwise, beyond the control of either party. As used in this Section 9.1, actions contemplated as being taken by Gold or the Company must be taken by their respective Board of Directors or the Executive Committee of such Board.

Basis for Termination. This Agreement and the transactions --------------------- contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by Gold upon written notice to Company Andromedia if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold would materially adversely affect the operations of or would be unduly burdensome to Gold; (c) by Gold or Company if the other party LikeMinds has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the nonbreaching non-breaching party shall have given notice to the breaching party of the existence of such breach or (ii) the Closing Date; (c) by LikeMinds if Andromedia has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the non-breaching party shall have given notice to the breaching party of the existence of such breach or (ii) the Closing Date; (d) by Gold or Company upon written notice one party in the event any of the conditions precedent to the other of any other condition imposed for the benefit of such party that its obligations hereunder shall not have been satisfied at or waived prior to the Closing Date; Date and shall not have been waived by such party or (e) by either Gold Andromedia or Company LikeMinds if the Closing Date Merger shall not have occurred by December 31been consummated on or prior to October ___, 1998, unless Gold and Company agree in writing to extend such deadline; provided that the terminating party is not then in material party's failure to fulfill its obligations or breach of this Agreement. As used Agreement has not caused or resulted in this Section 9.1, actions contemplated as being taken by Gold or the Company must be taken by their respective Board failure of Directors or the Executive Committee of such BoardMerger.

Basis for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by Gold upon written notice to Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold would materially adversely affect the operations of or would be unduly burdensome to Gold; (c) by Gold or Company if the other party has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the nonbreaching non-breaching party shall have given notice to the breaching party of the existence of such breach or (ii) the Closing Date; (d) by Gold or Company upon written notice to the other of any other condition imposed for the benefit of such party that shall not have been satisfied or waived prior to the Closing Date; or (e) by either Gold or Company if the Closing Date shall not have occurred by December 31June 30, 1998, unless Gold and Company agree in writing to extend such deadline; provided that the terminating party is not then in material breach of this AgreementAgreement and provided further that such delay has not been caused by regulatory action or inaction, whether by banking authorities, the Securities and Exchange Commission, or otherwise, beyond the control of either party. As used in this Section 9.1, actions contemplated as being taken by Gold or the Company must be taken by their respective Board of Directors or the Executive Committee of such Board.

Basis for Termination. This Agreement and the transactions --------------------- contemplated hereby may be terminated at any time prior to the Closing Date: (a) by mutual consent in writing of the parties hereto; (b) by Gold upon written notice to Company if any regulatory approval of the transactions contemplated under the terms of this Agreement shall be denied or if any such regulatory approval shall be conditioned or restricted in any manner which in the reasonable judgment of Gold would materially adversely affect the operations of or would be unduly burdensome to Gold; (c) by Gold or Company if the other party has materially breached this Agreement and has not cured such breach within the earlier of (i) 30 days after the nonbreaching non-breaching party shall have given notice to the breaching party of the existence of such breach or (ii) the Closing Date; (d) by Gold or Company upon written notice to the other of any other condition imposed for the benefit of such party (including completion of satisfactory due diligence) that shall not have been satisfied or waived prior to the Closing Date; or (e) by either Gold or Company if the Closing Date shall not have occurred by December 31, 1998, unless Gold and Company agree in writing to extend such deadline; provided that the terminating party is not then in material breach of this AgreementAgreement and provided further that such delay has not been caused by regulatory action or inaction, beyond the control of either party. As used in this Section 9.1, actions contemplated as being taken by Gold or the Company must be taken by their respective Board of Directors or the Executive Committee of such Board.