Common use of Grounds for Termination Clause in Contracts

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s and Buyer; (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer Buyer, if the Closing shall not have been consummated on or before September 22November 30, 2006 2021 (the “Termination End Date”); provided provided, however, that the right to terminate this Agreement pursuant to this Section 12.01(b‎‎‎Section 10.01‎(b) shall not be available to the party seeking to terminate if any action a Party whose breach of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at representations, warranties, covenants or prior to the Closing agreements contained herein has been the primary cause of, or resulted in, of the failure of the Closing to occur on or before the Termination Date End Date; (c) by either Seller or Buyer, if at the end of the Auction for the Purchased Assets (if any), Buyer is not determined by the Debtors to be either the “Successful Bidder” or “Next-Highest Bidder” (each as defined in the Bid Procedures Order); (d) by Seller, if Seller is not then in material breach of its obligations under this Agreement and Buyer breaches or fails to perform any of its representations, warranties, covenants or agreements contained in this Agreement and such action breach or failure to perform constitutes (i) would prevent the satisfaction of a condition set forth in ‎‎‎Section 8.01 or ‎‎‎Section 8.03, (ii) cannot be, or has not been, cured within ten (10) Business Days following delivery of written notice to Buyer of such breach or failure to perform and (iii) has not been waived by Seller; (e) by Buyer, if Buyer is not then in material breach of its obligations under this Agreement and Seller breaches or fails to perform any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (i) would prevent the satisfaction of a condition set forth in ‎‎‎Section 8.01 or ‎‎‎Section 8.02, (ii) cannot be, or has not been, cured within ten (10) Business Days following delivery of written notice to the Company of such breach or failure to perform and (iii) has not been waived by Buyer; (f) by either Seller or Buyer upon the conversion of any of Seller’s Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, the dismissal of any of Seller’s Chapter 11 Cases, or if a trustee or examiner with expanded powers to operate or manage the financial affairs of Seller is appointed; (g) by either Seller or Buyer, if the Bankruptcy Court enters a final, non-appealable order that precludes the consummation of the transactions contemplated hereby on the terms and conditions set forth in this Agreement; (h) by either Seller or Buyer, if any court of competent jurisdiction or other competent Governmental Authority shall have enacted or issued a Law or decree or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Law or decree or other action shall have become final and non-appealable; provided, furtherhowever, that the right to terminate this Agreement pursuant to under this Section 12.01(b‎‎‎Section 10.01(h) shall not be available to Albertson’s a Party if neither Albertson’s nor SUPERVALU the failure to consummate the Closing because of such action by a Governmental Authority shall be due to the failure of such Party to have exercised fulfilled, in any material respect, any of its termination right obligations under Section 8.1(c) of the Merger this Agreement; (ci) by either Albertson’s Seller or Buyer Buyer, if there shall be any Law, regulation the Bankruptcy Court enters an order approving an Alternative Transaction with one or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedmore Persons other than Buyer; (dj) by Albertson’s Buyer, if there shall have been a material breach any of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would Milestones are not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datemet; or (fk) by AlbertsonSeller, if Seller or its board of directors (or similar governing body), based on the advice of counsel, determines that proceeding with the transactions contemplated by this Agreement or failing to terminate this Agreement would be inconsistent with its or such Person’s or Buyer if the Merger Agreement is terminatedbody’s fiduciary duties or applicable law. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bthis ‎‎‎Section 10.01 (other than pursuant to ‎‎‎Section 10.01(a), (c), (d), (e) or (f) shall give written notice of such termination to the other partyParty in accordance with ‎‎‎Section 11.01.

Grounds for Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Albertson’s the Purchaser and Buyerthe Seller; (b) by either Albertson’s the Purchaser or Buyer the Seller if any Governmental Authority shall have issued a final and non-appealable order, decree or judgment permanently restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; (c) by either the Purchaser or the Seller if the Closing shall not have been consummated occurred on or before September 22the Outside Date; provided, 2006 (the “Termination Date”); provided however, that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(c) shall not be available to the party seeking any Party whose failure to terminate if fulfill any action obligation under, or breach of such party or the failure of such party to perform any of its obligations under provision of, this Agreement required to be performed at or prior to the Closing has shall have been the proximate cause of, or shall have resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes Outside Date; (d) by the Purchaser in the event of a breach of this Agreementany representation, warranty, covenant or agreement of the Seller contained herein such that it would be impossible to satisfy one or more of the conditions set forth in Section 6.2(a) or Section 6.2(b) by the Outside Date and the Seller fails to cure such breach (if curable) within 30 days after receipt of written notice from the Purchaser requesting such breach to be cured; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(d) shall not be available to Albertson’s the Purchaser if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) the Purchaser is then in breach of this Agreement so as to cause any of the Merger Agreement;conditions set forth in Section 6.1(a) or Section 6.1(b) not to be capable of being satisfied by the Outside Date; or (ce) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment the Seller in the event of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on of the part of Buyer Purchaser contained in this Agreement herein such that it would be impossible to satisfy one or more of the condition conditions set forth in Section 10.03(a6.1(a) would not be satisfied or Section 6.1(b) by the Outside Date and which shall not have been cured prior the Purchaser fails to the earlier of (i) 20 Business Days following notice of cure such breach and (iiif curable) within 30 days after receipt of written notice from the Termination Date; (e) by Buyer if there shall have been a material Seller requesting such breach of any representationto be cured; provided, warrantyhowever, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (ethis Section 7.1(e) shall not be available to the Seller if the Seller is then in breach of this Agreement so as to cause any of the conditions set forth in Section 6.2(a) or (fSection 6.2(b) shall give notice not to be capable of such termination to being satisfied by the other partyOutside Date.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and Buyer; (b) by the Sellers, if Buyer has breached any representation or warranty of Buyer contained in this Agreement in any material respect, or if Buyer shall fail to perform or comply in all material respects with all covenants and obligations of Buyer under this Agreement to be performed or complied with by it on or prior to the Closing Date; provided, that Sellers are not then in material breach of their representations, warranties, covenants or obligations under this Agreement; (c) by the Sellers, if any condition to the obligations of Sellers set forth in Section 6.01 (c) or (d) shall have become incapable of fulfillment; provided, that Sellers are not then in material breach of their representations, warranties, covenants or obligations under this Agreement; (d) by the Buyer, if any condition to the obligation of Buyer set forth in Section 6.02 shall have become incapable of fulfillment; provided, that Buyer is not then in material breach of its representations, warranties, covenants or obligations under this Agreement; (e) by either Albertson’s the Sellers or Buyer Buyer, if the Closing shall not have been consummated on or before September 22the date that is two (2) Business Days after the entry of the Approval Order by the Bankruptcy Court, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to unless the party seeking to terminate if any action of such party or the failure of such party to perform any termination is in material breach of its representations, warranties, covenants or obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(bthis Section 9.01 (other than pursuant to Section 9.01(a), (c), (d), (e) or (f) shall give notice of such termination to the other partyparty in accordance with Section 10.01.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: Closing: (a) by mutual written agreement of Albertson’s AbbVie and Buyer; Kadmon; (b) by either Albertson’s AbbVie or Buyer Kadmon if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination date that is *** days after the Effective Date”); provided that the that, such termination right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking a Party that has failed to terminate if any action of such party or the failure of such party to perform any of fulfill its obligations under this Agreement required to be performed at or prior to the Closing has whose acts or omissions have been the a significant cause of, or resulted in, the failure of the Closing to occur not occurring on or before the Termination Date such date; and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any LawAbbVie, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a so long as AbbVie is not then in material breach of any provision of this Agreement, if Kadmon has breached in any material respect any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement (it being understood that any materiality qualification in any representation and warranty shall be disregarded in determining whether any such that breach has occurred for purposes of this clause (c)); provided, however, AbbVie must first provide written notice to Kadmon in accordance with Section 8.3 herein, specifying in reasonable detail the condition set forth in Section 10.03(a) would not be satisfied nature of such breach, and which shall such breach must not have been cured prior by Kadmon during the *** days following the date that such written notice is deemed to the earlier of have CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION been given by AbbVie in accordance with Section 8.3 herein; (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (ed) by Buyer if there shall have been a Kadmon, so long as Kadmon is not then in material breach of any provision of this Agreement, if AbbVie has breached in any material respect any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement (it being understood that any materiality qualification in any representation and warranty shall be disregarded in determining whether any such that breach has occurred for purposes of this clause (d)); provided, however, Kadmon must first provide written notice to AbbVie in accordance with Section 8.3 herein, specifying in reasonable detail the condition set forth in Section 10.02(a) would not be satisfied nature of such breach, and which shall such breach must not have been cured prior by AbbVie during the *** days following the date that such written notice is deemed to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) have been given by Albertson’s or Buyer if the Merger Agreement is terminatedAbbVie in accordance with Section 8.3 herein. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bthe foregoing clause (a), (c), (d), (eb) or (fc) shall give notice of such termination to the other partyParty in accordance with Section 8.3 herein.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s GE and BuyerLM; (b) by either Albertson’s GE or Buyer LM if the Closing shall not have been consummated on or before September 22by December 31, 2006 1997 (the “Termination "End Date”"); provided provided, that the right to neither GE nor LM may terminate this Agreement pursuant to this Section 12.01(b10.01(b) if the Closing shall not be available to have been consummated by the party seeking to terminate if any action End Date by reason of such party or the failure of such party to perform or any of its obligations under Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement required to be performed at or prior to or, in the Closing has been the cause of, or resulted incase of LM, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Contribution Agreement; provided, further, that either GE or LM shall be entitled to terminate this Agreement prior to the End Date, if such party shall reasonably conclude that any condition to such party's obligations hereunder (as set forth in Section 8.01 with respect to LM and GE, Section 8.02 with respect to GE, and Section 8.03 with respect to LM) cannot reasonably be expected to be satisfied prior to the End Date; and provided, further, that as a condition to the right of a party to elect to terminate this Agreement pursuant to this Section 12.01(b) the immediately preceding proviso, the party shall first provide ten Business Days prior notice to the other party specifying in reasonable detail the nature of the condition that such party has concluded will not be available satisfied, and the other party shall be entitled during such ten Business Day period to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) take any actions it may elect consistent with the terms of the Merger Agreement;Transaction Documents such that such condition could be reasonably expected to be satisfied prior to the expiration of such time period; and (c) by either Albertson’s GE or Buyer LM if there shall be any Law, law or regulation that makes consummation of the Contemplated Transactions illegal or otherwise prohibited or if consummation of the Contemplated Transactions would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representationjurisdiction; provided, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (fthis Section 10.01(c) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree or the Acquiree Shareholders to perform any material obligation to be performed by Acquiree or the Acquiree Shareholders pursuant to this Agreement at or prior to the Closing; (c) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of the Acquiror Principal Shareholder to perform any material obligation required to be performed by any such Acquiror Principal Shareholder pursuant to this Agreement at or prior to the Closing; (d) by the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b11.3(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Acquiree or the cause ofAcquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholder, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of occurred any Material Adverse Effect on the Merger AgreementAcquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (cg) by either Albertsonthe Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by AlbertsonAcquiror Shareholder’s if there representations and warranties shall have been a material breach inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a10.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholder within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror’s or agreement on the part of any Seller Acquiror Principal Shareholder’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a10.3(b) would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional misrepresentation); or (h) by the Acquiror and the Acquiror Principal Shareholder (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree’s or the Acquiree Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiree or the earlier of Acquiree Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, or (ii) any of the Termination Date; or (f) by AlbertsonAcquiree’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder’s covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 10.2(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) at any time on or prior to the Closing Date by mutual written agreement of Albertson’s Purchaser and Buyerthe Seller Representative; (b) by either Albertson’s Purchaser or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate Sellers if any action Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final and unappealable Governmental Order which is in effect and has the effect of such party making the Transaction illegal, otherwise restraining or prohibiting consummation of the failure of such party to perform any of its obligations under this Agreement required Transaction or causing the Transaction to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreementrescinded following completion thereof; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b10.1(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the primary cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Governmental Order; provided, further, that, any actions by any Governmental Authority under the HSR Act, if applicable, including without limitation a Request for Additional Information and Documentary Material pursuant to the HSR Act (commonly referred to as a “Second Request”), shall not provide grounds for termination under this Section 10.1(b); (c) by Purchaser or Sellers if the Transaction has not been consummated on or before April 30, 2024 (the “End Date”); (d) by Sellers, if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of Buyer contained Purchaser set forth in this Agreement such that the condition conditions to the Closing set forth in Section 10.03(a8.3(a) would not be satisfied and which such breach is incapable of being cured by the End Date; provided, that Sellers shall have given Purchaser at least twenty (20) days written notice prior to such termination stating Sellers’ intention to terminate this Agreement pursuant to this Section 10.1(d); provided, further, that Sellers shall not have been cured prior the right to the earlier of (iterminate this Agreement pursuant to this Section 10.1(d) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a Sellers are then in material breach of any representation, warranty, covenant covenant, or obligation hereunder, which breach has not been cured; or (e) by Purchaser, if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of any Seller contained the Company or Sellers set forth in this Agreement such that the condition conditions to the Closing set forth in Section 10.02(a8.3(b) would not be satisfied and which such breach is incapable of being cured by the End Date; provided, that Purchaser shall not have been cured given the Seller Representative at least twenty (20) days written notice prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertsontermination stating Purchaser’s or Buyer if the Merger Agreement is terminated. The party desiring intention to terminate this Agreement pursuant to clauses 12.01(bthis Section 10.1(e); provided, (c)further, (d)that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.1(e) if Purchaser is then in material breach of any representation, (e) warranty, covenant, or (f) shall give notice of such termination to the other partyobligation hereunder, which breach has not been cured.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Vodafone and BuyerVerizon; (b) by either Albertson’s Vodafone or Buyer Verizon if the Closing shall not have been consummated on or before September 22, 2006 the date that is twelve (12) months after the date hereof (the “Termination Date”); provided provided, that the right to terminate this Agreement pursuant to this this Section 12.01(b8.1 (b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on be consummated by such time; (c) by Vodafone, if there has been a material violation or before breach by Verizon of any covenant, representation or warranty contained in this Agreement or the Termination Date Omnitel Purchase Agreement which has caused, or would cause, any condition set forth in Sections 7.1 or 7.2 not to be satisfied and such action violation or failure to perform constitutes a breach is incapable of being cured by Verizon, or, if capable of being cured by Verizon, has not been cured by Verizon within sixty (60) days after written notice thereof from Vodafone; provided, that Vodafone is not then in breach of this AgreementAgreement so as to cause any of the conditions in Section 7.3 not to be satisfied; (d) by Verizon, if there has been a material violation or breach by Vodafone of any covenant, representation or warranty contained in this Agreement or the Omnitel Purchase Agreement which has caused, or would cause, any condition set forth in Sections 7.1 or 7.3 not to be satisfied and such violation or breach is incapable of being cured by Vodafone, or, if capable of being cured by Vodafone, has not been cured by Vodafone within sixty (60) days after written notice thereof from Verizon; provided, furtherthat Verizon is not then in breach of this Agreement so as to cause any of the conditions in Section 7.2 not to be satisfied; (e) by Vodafone, if a Vodafone Material Adverse Financial Effect has occurred and is continuing as of the date that would otherwise have been the Sanction Date, if the Transaction is to be implemented by way of the Vodafone Scheme, or the date that would otherwise have been the Closing Date, if the Transaction is to be implemented by way of the Share Purchase; (f) by either Vodafone or Verizon if (i) the Verizon Stockholders Meeting has concluded and the Verizon Requisite Vote has not been obtained or (ii) the Vodafone Shareholders Meeting has concluded and the Vodafone Requisite Share Purchase Vote has not been obtained; (g) by either Vodafone or Verizon, if (i) a court of competent jurisdiction or other Governmental Entity shall have enacted, entered or promulgated or enforced any statute, rule, regulation, executive order, decree, injunction or administrative order or issued a non-appealable final order, decree or ruling or taken any other non-appealable final action, in each case, having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing and the transactions contemplated hereby or (ii) the FCC shall have issued a final order disapproving the Transaction; provided, that the right to terminate this Agreement pursuant to this Section 12.01(b8.1(g) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) any party whose breach of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final provision of this Agreement results in such order, decree or judgment of any court ruling or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedother final action; (dh) by AlbertsonVodafone, in the event of a Verizon Change of Recommendation; provided, that Vodafone’s if there right to terminate this Agreement pursuant to this Section 8.1(h) shall have been a material breach of any representation, warranty, covenant or agreement expire at 5:00 p.m. (New York City time) on the part thirtieth (30th) calendar day following the date on which such Verizon Change of Buyer contained Recommendation occurs; (i) by Verizon, in the event of a Vodafone Change of Recommendation; provided, that Verizon’s right to terminate this Agreement pursuant to this Section 8.1(i) shall expire at 5:00 p.m. (New York City time) on the thirtieth (30th) calendar day following the date on which such that Vodafone Change of Recommendation occurs; and (j) by Vodafone, in the event that: (i) all of the conditions to the implementation of the Vodafone Scheme or the Share Purchase, as applicable, set forth in Sections 7.1 and 7.3 were satisfied (other than (1) if the Transaction is to be implemented by way of the Vodafone Scheme, (A) if the condition set forth in Section 10.03(a7.1(b)(ii)(x) was not yet satisfied, any condition that by its nature would not be satisfied and which shall not have been cured prior to satisfied until the earlier Sanction Date (but each of (iwhich was capable of being satisfied on the date the Sanction Date should have occurred) 20 Business Days following notice of such breach and (iiB) any Post-Sanction Conditions that had not yet been satisfied or (2) if the Termination Date; (e) Transaction is to be implemented by Buyer if there shall way of the Share Purchase, any condition thereto that by its nature would not have been a material breach satisfied until the Share Purchase Closing Date, but each of any representation, warranty, covenant or agreement which was capable of being satisfied on the part date the Share Purchase Closing Date should have occurred) and, if the Transaction is to be implemented by way of any Seller contained in this Agreement such that the Vodafone Scheme and the condition set forth in Section 10.02(a7.1(b)(ii)(x) would has not be yet been satisfied, such condition was capable of being satisfied if the Court Hearing were held on the date of determination and which shall not have been cured prior Verizon gave the undertakings necessary to implement the earlier of (i) 20 Business Days following notice of such breach and Scheme that it is required to give pursuant to this Agreement; (ii) the Termination Date; orfull proceeds to be provided to Verizon by the Financing or the Replacement Financing are not available (other than as a result of conditions to the funding of such Financing or Replacement Financing not yet having been satisfied, but which are capable of being satisfied by the date by which the Closing should occur) to Verizon on the terms thereof to consummate the Closing (this clause (ii) with clause (i) above, together, a “Financing Failure”); (fiii) by Albertson’s or Buyer Vodafone has irrevocably confirmed in writing (x) that all of the conditions set forth in Section 7.2 have been satisfied (other than (1) if the Merger Agreement Transaction is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b)be implemented by way of the Vodafone Scheme, (c)A) if the condition set forth in Section 7.1(b)(ii)(x) was not yet satisfied, any condition that by its nature would not have been satisfied until the Sanction Date (d)but each of which was capable of being satisfied on the date the Sanction Date should have occurred) and (B) any Post-Sanction Conditions that have not yet been satisfied or (2) if the Transaction is to be implemented by way of the Share Purchase, (eany condition thereto that by its nature would not have been satisfied until the Share Purchase Closing Date, but each of which was capable of being satisfied on the date the Share Purchase Closing Date should have occurred) or (fy) shall that it is willing to waive any unsatisfied conditions in Section 7.2, and, in either case, it is ready, willing and able to effect the Closing; (iv) Verizon either fails to (1) appear at the Court Hearing or the hearing in respect of the confirmation by the Court of the Vodafone Reduction of Capital when required to do so pursuant to this Agreement or to give notice of the undertakings necessary to implement the Vodafone Scheme that it is required to give pursuant to this Agreement or (2) effect the Closing pursuant to Section 2.3 or 2.5, as applicable, within three (3) Business Days after such termination appearance or undertakings were required or such Closing was required to have been consummated pursuant to Section 2.3 or 2.5, as applicable; and (v) Vodafone was ready, willing and able to effect the other partyClosing throughout such three Business Day period.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Datetime: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company or Buyer if the Closing shall not have been consummated on or before September 2230, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of2006, or resulted in, unless the failure of the Closing to occur on or before be consummated by such date shall be due to the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right party seeking to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised perform or observe any of its termination right under Section 8.1(c) covenants or agreements set forth herein or, in the case of the Merger Company, in the Independence Agreement; (c) by either Albertson’s the Company or Buyer if there shall be any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either the Company or Buyer, if there the Independence Agreement shall have been terminated; (e) by Buyer upon the occurrence of any of the following: (i) any Person (other than Buyer and its Affiliates) shall have acquired Beneficial Ownership of shares of Common Stock representing more than 10% of all outstanding shares of Common Stock other than as a result of any Transfer by Buyer or its Affiliates pursuant to Section 8.02; (ii) the Board approves or the Company enters into a definitive agreement or agreement in principle with respect to an Acquisition Proposal made by a Person other than Buyer or announces an intention to accept such an Acquisition Proposal or enter into such agreement; (iii) prior to Closing, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the condition set forth in Section 10.02(a) not to be satisfied, and such condition is incapable of being satisfied by September 30, 2006 and Buyer shall have given the Company 30 days’ prior written notice specifying in reasonable detail the nature of such breach; provided that Buyer has not materially breached its obligations hereunder; (iv) following Closing, a material breach of any representationcovenant or agreement required to be performed under this Agreement or any of the agreements contemplated by this Agreement by the Company; or (v) the members of the Board who hold such office on the date of this Agreement and such persons nominated or appointed to the Board or recommended for election by a majority of such members after the date of this Agreement shall cease to constitute a majority of the Board; or (f) by the Company upon the occurrence of any of the following: (i) prior to Closing, warranty, a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Buyer contained set forth in this Agreement such shall have occurred that would cause the condition set forth in Section 10.03(a) would not to be satisfied, and such condition is incapable of being satisfied by September 30, 2006 and which the Company shall not have been cured given Buyer 30 days’ prior to written notice specifying in reasonable detail the earlier of (i) 20 Business Days following notice nature of such breach and breach; provided that the Company has not materially breached its obligations hereunder; (ii) the Termination Date; (e) by Buyer if there shall have been following Closing, a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in required to be performed under this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Dateby Buyer; or (fiii) by Albertson’s or upon the occurrence of a Buyer if the Merger Agreement is terminatedChange in Control. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) Section 12.01 shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual written either the Buyer or the Sellers (provided that the terminating Party is not then in breach of any representation, warranty, covenant or other agreement of Albertson’s and Buyer; (bcontained herein in a manner that the conditions to Closing set forth in Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(g), Section 7.2(a) by either Albertson’s or Buyer Section 7.2(b), as applicable, would not been satisfied) if the Closing shall not have been consummated on or before September 22, 2006 occurred within 18 months after the date of this Agreement (the “Termination Outside Date”); provided provided, that (i) if on the Outside Date all the Permits required in order to satisfy the conditions set forth in Section 7.1(e) and Section 7.2(d) have not been obtained and such Permits are being diligently pursued by the appropriate Party, and all of the other conditions to Closing contained in Article VII have been fulfilled or are capable of being fulfilled, then, at the option of the either the Buyer or the Sellers (which shall be exercised in the sole discretion of the Buyer or the Sellers, as applicable, by written notice any time before termination of this Agreement), the Outside Date shall automatically be extended for an additional six-month period; and thereafter, only upon mutual agreement of the Parties; and (ii) neither the Buyer nor the Sellers shall have the right to terminate this Agreement pursuant to this Section 12.01(b8.1(a) shall not be available if all of the conditions set forth in Section 7.1 with respect to the party seeking Buyer or Section 7.2 with respect to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required Sellers, have been satisfied (other than those conditions that by their nature are to be performed satisfied by actions taken at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementClosing); (cb) by either Albertson’s or the Buyer if there (i) the Sellers shall be have breached any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal covenants or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer agreements contained in this Agreement to be complied with by the Sellers such that the condition Closing conditions set forth in Section 10.03(a7.1(b), Section 7.1(c) or Section 7.1(g) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Buyer and BuyerSeller; (b) by either Albertson’s Seller or Buyer if the Closing transactions contemplated by this Agreement shall not have been consummated on or before September 22August 31, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement2021; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(bclause (b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised any party whose breach of its termination right obligations under Section 8.1(c) this Agreement has been the primary cause of, or primarily resulted in, the failure of the Merger Agreementsuch transactions to be consummated by such date; (c) by either Albertson’s Seller or Buyer Buyer, if (i) there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction applicable law that would make makes the consummation of the transactions contemplated hereby illegal illegal, or (ii) any order shall have been issued by any governmental authority having competent jurisdiction permanently restraining, enjoining or otherwise prohibitedprohibiting such transactions, and such order shall have become final and non-appealable; (d) by Albertson’s Buyer if there shall have been a Buyer is not then in material breach of any representationprovision of this Agreement and (i) there has been a breach of, warrantyor inaccuracy in, any representation or warranty of Seller contained in this Agreement, or (ii) Seller has breached or violated any covenant contained in this Agreement, in each case of clauses (i) and (ii), which breach, inaccuracy or agreement on violation (1) would reasonably be expected to result in the part failure to satisfy a condition to Closing set forth herein and (2) cannot be or has not been cured by the date which is twenty (20) days after Buyer notifies Seller pursuant to Section 9.02 of such breach, inaccuracy or violation; (e) by Seller if Seller is not then in material breach of any provision of this Agreement and either (i) there has been a breach of, or inaccuracy in, any representation or warranty of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and or (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of has breached or violated any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that Agreement, in each case which breach, inaccuracy or violation (1) would or would reasonably be expected to result in the failure to satisfy a condition to Closing set forth in Section 10.02(aherein and (2) would cannot be satisfied and which shall or has not have been cured prior by the date which is twenty (20) days after Seller notifies Buyer pursuant to the earlier of (i) 20 Business Days following notice Section 9.02 of such breach and (ii) the Termination Date; orbreach, accuracy or violation. (f) by Albertson’s or Buyer if the Merger If this Agreement is terminated. The terminated (i) by either party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 8.01(b) because (A) the CCC has issued a rejection of the License, (B) the CCC has issued a rejection of the COCR, or (C) the CCC has failed to act on the COCR request by August 31, 2021, or (ii) by Buyer pursuant to Section 8.01(d), Seller shall return the Signing Payment to Buyer within five (c), (d), (e5) or (f) shall give notice days of the effectiveness of such termination to the other partytermination.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Alpha Natural Resources and Buyer; (b) by either Albertson’s Alpha Natural Resources or Buyer if the Closing shall not have been consummated on or before September 22July 31, 2006 2016 (the “Termination End Date”); provided provided, however, that at the right time of such termination, the Party seeking to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any in material breach of its obligations under or any representation or warranty made in, this Agreement required Agreement, such that any condition to Closing of the other Party would not be performed at or prior satisfied, including such first Party’s obligation to consummate the Closing on the terms and subject to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementconditions set forth herein; (c) by either Albertson’s Alpha Natural Resources or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s Alpha Natural Resources if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of Buyer contained set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.03(a) would ‎Section 10.01 or ‎10.03 not to be satisfied and which shall (i) such condition is incapable of being cured or, if curable, is not have been cured prior to by Buyer by the earlier of (iA) 20 within 10 Business Days following after the giving of written notice of such breach or failure and (iiA) the Termination End Date; provided, that at the time of such termination, the Sellers shall not be in material breach of its obligations under this Agreement; (e) by Buyer if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of any Seller contained the Sellers or ReorgCo set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.02(a) would ‎Section 10.01 or ‎10.02 not to be satisfied and which shall (i) such condition is incapable of being cured or, if curable, is not have been cured prior to by the Sellers by the earlier of (iA) 20 within ten (10) Business Days following after the giving of written notice of such breach or failure and (iiA) the Termination End Date; orprovided, that at the time of such termination, Buyer shall not be in material breach of its obligations under this Agreement; (f) by Albertson’s or Buyer if Seller or any of its Affiliates shall have taken any steps in furtherance of an Alternative Transaction; (g) by Buyer upon the Merger appointment of a trustee or other examiner (except a fee examiner) pursuant to Section 1104 of the Bankruptcy Code; (h) by Buyer upon (x) the failure to obtain entry of the Confirmation Order (subject to the Bankruptcy Court’s availability) on or before July 12, 2016 or (y) any declaration of a Default under the DIP Credit Agreement that is terminatednot waived, cured or determined by the Bankruptcy Court not to be an Event of Default (as defined in the DIP Credit Agreement); (i) by Buyer or Alpha Natural Resources upon the dismissal of the Bankruptcy Case or the conversion of the Bankruptcy Case into a case under chapter 7 of the Bankruptcy Code; (j) by Buyer or Alpha Natural Resources upon the permanent denial of any approval required under ‎Section 10.01(a); (k) by Buyer or Alpha Natural Resources if an order is entered by any Governmental Authority with jurisdiction over the subject matter holding that Buyer may not, pursuant to section 363(k) of the Bankruptcy Code, credit bid on account of the Diminution Claim as contemplated by the Pre-Closing Restructuring Steps or otherwise effect the Credit Release; (l) by Buyer or Alpha Natural Resources if a court of competent jurisdiction or other Governmental Authority has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Closing and such order or action has become final and non-appealable. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) ‎Section 11.01 shall give notice of such termination to the other partyParties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and Buyer; (b) by either Albertson’s the Sellers or Buyer if the Closing shall not have been consummated on or before September 22August 31, 2006 2014 (the “Termination End Date”); provided provided, however, that at the right time of such termination, the Party seeking to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any in material breach of its obligations under this Agreement required Agreement, including its obligation to be performed at or prior consummate the Closing on the terms and subject to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementconditions set forth herein; (c) by either Albertson’s the Sellers or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s the Sellers if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of Buyer contained set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.03(a) would 10.01 or 10.03 not to be satisfied and which shall (ii) such condition is incapable of being cured or, if curable, is not have been cured prior to by Buyer by the earlier of (iA) within 20 Business Days following days after the giving of written notice of such breach or failure and (iiB) the Termination End Date; provided, that at the time of such termination, the Sellers shall not be in material breach of its obligations under this Agreement; (e) by Buyer if there shall have been (i) a material breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement on the part of any Seller contained the Sellers set forth in this Agreement such shall have occurred that would cause any of the condition conditions set forth in Section 10.02(a) would 10.01 or 10.02 not to be satisfied and which (ii) such condition is incapable of being cured or, if curable, is not cured by the Sellers by the earlier of (A) within 20 days after the giving of written notice of such breach or failure and (B) the End Date; provided, that at the time of such termination, Buyer shall not be in material breach of its obligations under this Agreement; (f) (i) by the Sellers or Buyer if any Seller enters into a definitive agreement with respect to an Alternative Transaction or (ii) by either Buyer or the Sellers if the Bankruptcy Court approves an Alternative Transaction, or automatically if an Alternative Transaction is consummated; or (g) by Buyer if the Sale Order shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s entered on or Buyer if the Merger Agreement is terminatedbefore August 28, 2014. The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 11.01(b), (c11.01(c), (d11.01(d), (e11.01(e), 11.01(f) or (f11.01(g) shall give notice of such termination to the other partyParties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and BuyerJLL; (b) by either Albertson’s the Company or Buyer JLL upon written notice to the other party if the Closing shall not have been consummated on or before September 22December 31, 2006 (2000, unless the “Termination Date”); provided that failure to consummate the right Closing by such date shall be due to terminate this Agreement pursuant the action or failure to this Section 12.01(b) shall not be available to act of the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s the Company or Buyer JLL upon written notice to the other if there the PCS Purchase Agreement shall be have been terminated in accordance with the terms thereof; provided that any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make such termination by the consummation of the transactions contemplated hereby illegal or otherwise prohibited;Company shall also have been in accordance with Section 5.6. (d) by Albertson’s either the Company or JLL upon written notice to the other party if any United States court of competent jurisdiction or other competent U.S. Governmental Entity shall have issued an order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree or injunction or other action shall have become final and nonappealable; or (e) by either the Company or JLL upon written notice to the other party if there shall have been a material breach by the other of any representationof its representations, warrantywarranties, covenant covenants or agreement on the part of Buyer agreements contained in this Agreement such that Agreement, which if not cured would cause the condition conditions set forth in Section 10.03(a) would 6.2 or Section 6.3, as the case may be, not to be satisfied and which shall not have been cured prior satisfied; provided that as a condition to the earlier right of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior party to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring elect to terminate this Agreement pursuant to clauses 12.01(b)the immediately preceding clause, (c), (d), (e) or (f) such party shall give first provide 30 days prior notice of such termination to the other partyparty specifying in reasonable detail the nature of the condition that such party has concluded will not be satisfied, and the other party shall be entitled during such 30 day period to commence any actions it may elect consistent with the terms of this Agreement to provide reasonable assurance to the first party that such condition will be satisfied prior to December 31, 2000; provided further that if such condition can be satisfied by the other party through the exercise of its best efforts and for so long as that party continues to use such best efforts, the first party may not terminate this Agreement under this Section 7.1(d) prior to December 31, 2000.

Grounds for Termination. This Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated in any of the following ways at any time prior to before the Closing DateDate only as follows: (a) by By mutual written agreement consent of Albertson’s Sellers and Buyer;Purchaser. (b) by either Albertson’s or Buyer if By the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate Purchaser if any action Seller has (i) misstated any material representation or been in breach of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date material warranty contained herein and such action misrepresentation or failure to perform constitutes a warranty breach has not been cured within 5 days after notice from the Purchaser or (ii) been in breach of this Agreement; providedany material covenant, further, that undertaking or restriction contained herein and such breach has not been cured within 5 days after notice from the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;Purchaser. (c) by either Albertson’s By the Sellers if Purchaser has (i) misstated any material representation or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment been in breach of any court material warranty contained herein and such misrepresentation or governmental body having competent jurisdiction that would make warranty breach has not been cured within 5 days after notice from the consummation Sellers or (ii) been in breach of any material covenant, undertaking or restriction contained herein and such breach has not been cured within 5 days after notice from the transactions contemplated hereby illegal or otherwise prohibited;Sellers. (d) By a Party, if a condition to Closing applicable to it hereunder has not been satisfied by Albertson’s if there shall have been a material breach of any representation, warranty, covenant the Closing Date (or agreement on the part of Buyer contained such earlier date as specified herein) or waived in this Agreement such writing by that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;Party. (e) By Sellers or Purchaser if the Approval Order has not been obtained by Buyer if there shall have been a material breach of any representationSeptember 30, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or1999. (f) By Purchaser if FINOVA Consent has not been obtained by Albertson’s August 6, 1999. (g) By Sellers or Buyer Purchaser if the Merger Agreement is terminated. The party desiring FCC Approval has not been obtained by February 15, 2000, unless otherwise agreed to in a writing signed by the Parties. (h) By Sellers or Purchaser if the Closing has not occurred by February 28, 2000, but a Party cannot terminate this Agreement pursuant under this Section 5.1(h) if that Party's material breach prevented the Closing. (i) By Purchaser if (i) a trustee or examiner under chapter 7 or chapter 11 of the Bankruptcy Code is appointed for either of the Debtors or (ii) LLC II becomes subject to clauses 12.01(b)a case under the Bankruptcy Code. (j) By Purchaser if the Bankruptcy Court does not enter a Procedure Order which approves the amount of the Breakup Fee in accordance with Section 6.1. (k) Automatically, if (a) the STA is terminated prior to Closing; (b) FCC Approval is denied; (c), ) the Management Agreement is terminated prior to Closing; or (d) Sellers accept a Superior Bid (as defined below). (l) Notwithstanding the provisions of this Section 5.1, (e) or (f) shall give notice Purchaser may not terminate this Agreement based on a non-willful breach of such termination to the other partyrepresentations and warranties set forth in Sections 6.1, 6.2, and 6.3 of the Management Agreement concerning any Other Midwest Transmitter Site.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s PCF and BuyerParent; (b) by either Albertson’s PCF or Buyer Parent, either of whom may act, if the Closing shall not have been consummated on or before September 22, 2006 the date that is ninety (90) days after the date hereof (“Termination Date”); provided provided, however that the right to terminate this Agreement pursuant to under this Section 12.01(b10.01(b) shall not be available to the any party seeking to terminate if any action of such party or the whose failure of such party to perform any of its obligations material obligation under this Agreement required to be performed at or prior to the Closing has been is the cause ofof such delay; (c) by either PCF or Parent, or resulted ineither of whom may act, the failure if there shall be any applicable Law that makes consummation of the Closing to occur on transactions contemplated hereby illegal or before otherwise prohibited or if consummation of the Termination Date and such action transactions contemplated hereby would violate any nonappealable final order, decree or failure to perform constitutes a breach judgment of this Agreementany Governmental Authority having competent jurisdiction; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(c) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) any party whose breach of any provision of this Agreement causes or results in the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final imposition of such order, decree or judgment or the failure of any court such order, decree or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal judgment to be resisted, resolved or otherwise prohibitedlifted, as applicable; (d) by Albertson’s PCF, if there shall have been a material breach of either (i) Parent, Merger Sub or Acquisition Sub fails to perform any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement when performance thereof is due such that the condition set forth in Section 10.03(a9.03(b) would not be satisfied and which shall does not have been cured prior to cure the earlier of failure within twenty (i20) 20 Business Days following days after PCF delivers written notice of such breach and thereof, or (ii) Parent, Merger Sub or Acquisition Sub materially breaches a representation or warranty set forth in Article VI such that the Termination Datecondition in Section 9.03(a) would not be satisfied and does not cure the breach within twenty (20) days after PCF delivers written notice thereof; (e) by Buyer Parent, if there shall have been a material breach of either (i) PCF or the Company fails to perform any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement when performance thereof is due such that the condition set forth in Section 10.02(a9.02(b) would not be satisfied and which shall does not have been cured prior to cure the earlier of failure within twenty (i20) 20 Business Days following days after Parent delivers written notice of such breach and thereof, or (ii) PCF or the Termination DateCompany materially breaches a representation or warranty set forth in Article IV or Article V such that the condition in Section 9.02(a) would not be satisfied and does not cure the breach within twenty (20) days after the Parent delivers written notice thereof; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Article X shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual written agreement of Albertson’s and Buyer; either Buyer or Seller (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall terminating Party is not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a then in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall not have occurred or is not reasonably likely to occur within 12 months after the date of this Agreement (the “Outside Date”) (provided, that if on the part Outside Date all the Consents required in order to satisfy the conditions set forth in Section 7.1(d) and Section 7.2(d) have not been obtained and such conditions are being diligently pursued by the appropriate Party, and all of the other conditions to Closing contained in Article VII have been fulfilled or are capable of being fulfilled, then, at the option of either Buyer or Seller, (which shall be exercised by written notice on or before the Outside Date), the Outside Date shall be extended to 15 months after the date of this Agreement); (b) by Buyer if (i) Seller shall have breached any of the covenants or agreements contained in this Agreement to be complied with by Seller such that the closing condition set forth in Section 7.1(b) would not be satisfied or (ii) there exists a breach of any representation or warranty of Seller contained in this Agreement such that the closing condition set forth in Section 7.1(a) would not be satisfied; provided, in the case of (i) or (ii), that such breach is not cured by Seller within 30 Business Days after Seller receives written notice of such breach from Buyer; (c) by Seller if (i) Buyer shall have breached any of the covenants or agreements contained in this Agreement to be complied with by Buyer such that the closing condition set forth in Section 7.2(b) would not be satisfied or (ii) there exists a breach of any representation or warranty of Buyer contained in this Agreement such that the closing condition set forth in Section 10.03(a7.2(a) would not be satisfied and which shall not have been cured prior to satisfied; provided, in the earlier case of (i) 20 or (ii), that such breach is not cured by Buyer within 30 Business Days following after Buyer receives written notice of such breach and from Seller; (iid) by Buyer, on the Termination Dateone hand, or Seller, on the other hand, in writing if there shall be in effect a nonappealable Order prohibiting, enjoining, restricting or making illegal the transactions contemplated by this Agreement; (e) by Seller, if at the Closing Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on fails to make the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not payments required to be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datemade by Buyer; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination at any time prior to the other partyClosing Date by mutual written agreement of Buyer and Seller.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by By mutual written agreement of Albertson’s and BuyerSeller, Purchaser; (b) by either Albertson’s By Seller or Buyer Purchaser if the Closing shall not have been consummated on or before September 22occurred by August 1, 2006 2010 (the “Termination Date”); provided that , unless such Closing is pending the right receipt of a regulatory, corporate, or third party approval or is pending the satisfaction or waiver of any condition to terminate Closing, in which case the time for Closing shall be extended by 15 days. Notwithstanding the foregoing, the time for Closing may be extended by mutual agreement of Seller, Purchaser, unless the failure to consummate the Closing on or prior to such date is the result of (i) any action or inaction under this Agreement pursuant to this Section 12.01(b) shall not be available to by the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to the terms of this Section 12.01(b9.01(b) or (ii) delays in the review of any filings required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976 (“▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇”), in which case the foregoing date shall not be available extended for up to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of an additional 120 days to allow additional time for the Merger Agreement▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ filing review to be finally determined; (c) by either Albertson’s or Buyer By any of Seller, Purchaser if there shall be any Lawlaw or regulation that makes the consummation of the transactions contemplated hereby illegal or otherwise prohibited, regulation or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction jurisdiction; provided, however, that would make the consummation terms of this Section 9.01(c) shall not be available to any party unless such party shall have used its commercially reasonable efforts to oppose any such order, decree or judgment or to have such order, decree or judgment vacated or made inapplicable to the transactions contemplated hereby illegal or otherwise prohibitedby this Agreement; (d) by Albertson’s Intentionally omitted; and (e) By Seller if there shall have has been a material breach by Purchaser of any representation, warranty, or covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(awhich cannot be, or has not been, cured within thirty (30) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following days after written notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior is given to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedPurchaser. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by By mutual written agreement of Albertson’s the Company, Parents, and Buyer;the Subscriber. (b) By either the Company or the Subscriber if any Governmental Entity shall have (i) issued an Order permanently restraining, enjoining or otherwise prohibiting, prior to the Closing, the consummation of the Subscription or the other transactions contemplated by this Agreement or the other Transaction Documents, and such Order shall have become final and non-appealable or (ii) enacted or promulgated any Law that prevents or makes illegal the consummation of the Subscription or the transactions contemplated by this Agreement or the other Transaction Documents. (c) By either Albertson’s the Company or Buyer the Subscriber if the Closing shall not have been consummated occurred on or before September 22July 15, 2006 2025 (the “Termination Outside Date”); provided provided, that the right no party hereto shall be permitted to terminate this Agreement pursuant to this Section 12.01(b‎‎Section 8.01(c) shall not be available to the party seeking to terminate if any action it is in material breach of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing and such breach has been the cause of, primarily caused or resulted in, in the failure of the Closing to occur on have occurred prior to the Outside Date. (d) By the Company, at any time prior to the Closing, if: (i) there has been a breach by the Subscriber of its representations, warranties, covenants or before agreements contained in this Agreement, in each case, such that any condition contained in ‎‎Section 9.02(a) or ‎‎Section 9.02(b) is not reasonably capable of being satisfied at the Termination Closing, (ii) the Company shall have delivered to the Subscriber written notice of such breach and (iii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions in ‎‎Section 9.02(a) or ‎‎Section 9.02(b) prior to the Outside Date or at least 30 days have elapsed since the date of delivery of such written notice to the Subscriber and such action or failure to perform constitutes a breach of this Agreementhas not been cured; provided, furtherhowever, that the right Company shall not be permitted to terminate this Agreement pursuant to this Section 12.01(b‎Section 8.01(d) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by Company, and/or either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a Parent is then in material breach of any representationits representations, warrantywarranties, covenant covenants or agreement on the part of Buyer agreements contained in this Agreement such that Agreement. (e) By the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured Subscriber, at any time prior to the earlier of Closing, if: (i) 20 Business Days following there has been a breach by the Company and/or either Parent of any of its representations, warranties, covenants or agreements contained in this Agreement, in each case, such that any condition contained in ‎‎Section 9.03(a) or ‎‎Section 9.03(b) is not reasonably capable of being satisfied at the Closing, (ii) the Subscriber shall have delivered to the Company written notice of such breach and (iiiii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the Termination Date; (econditions in ‎‎Section 9.03(a) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a‎‎Section 9.03(b) would not be satisfied and which shall not have been cured prior to the earlier Outside Date or at least 30 days have elapsed since the date of (i) 20 Business Days following notice delivery of such written notice to the Company and such breach and (ii) has not been cured; provided, however, that the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring Subscriber shall not be permitted to terminate this Agreement pursuant to clauses 12.01(b)this ‎Section 8.01(e)‎ if the Subscriber is then in material breach of its representations, (c)warranties, (d), (e) covenants or agreements contained in this Agreement. (f) shall give By the Subscriber, upon written notice of such termination to the other partyCompany and each Parent, if at any time prior to the Closing, Subscriber determines not to proceed with the Closing.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer if the Closing shall not have been consummated occurred on or before September 22June 8, 2006 2022 (the “Termination End Date”); provided provided, that the End Date shall automatically be extended to December 8, 2022 to the extent the conditions specified in Section 10.01(a) are the only conditions to the closing specified in Article 10 that have not been satisfied (other than those conditions that by their nature are to be satisfied at Closing); provided, further that the right to terminate (or extend) this Agreement pursuant to this Section 12.01(b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, caused or resulted in, in the failure of the Closing to occur on or before the Termination Date and have occurred by such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementtime; (c) by either Albertson’s Seller or Buyer Buyer, if there shall be is any Law, regulation or nonappealable final order, decree or judgment of and non-appealable Order issued after the date hereof by any court or governmental body having of competent jurisdiction that would make in any Specified Jurisdiction enjoining, prohibiting or rendering illegal the consummation of the transactions contemplated hereby illegal or otherwise prohibitedClosing; (d) by Albertson’s Buyer if there is any breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, such that the conditions specified in Section 10.02(a) or Section 10.02(b) would not be satisfied at the Closing, except that if such breach is curable by Seller, then, for a period of up to thirty (30) days after receipt by Seller of written notice from Buyer of such breach such termination shall have been a material not be effective and the End Date shall be automatically extended until the fifth (5th) Business Day following the end of such thirty (30) day period (if the End Date would otherwise occur on or prior to such date), and such termination shall become effective only if such breach is not cured within such thirty (30) day period; provided, that Buyer is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 10.01 or 10.03 not to be satisfied; or (e) by Seller if (i) there is any breach of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement Agreement, such that the condition set forth conditions specified in Section 10.03(a) or Section 10.03(b) would not be satisfied and which shall not have been cured prior at the Closing, except that, if such breach is curable by Buyer, then, for a period of up to the earlier thirty (30) days after receipt by Buyer of (i) 20 Business Days following written notice from Seller of such breach such termination shall not be effective and the End Date shall automatically be extended until the fifth (ii5th) Business Day following the Termination Date; end of such thirty (e30) by Buyer day period (if there the End Date would otherwise occur on or prior to such date), and such termination shall have been a material become effective only if such breach is not cured within such thirty (30) day period; provided, that Seller is not then in breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that so as to cause any of the condition conditions set forth in Section 10.02(a) would 10.01 or Section 10.02 not to be satisfied or (ii) (A) all of the conditions set forth in Section 10.01 and which shall not Section 10.02 have been cured satisfied (other than (x) those conditions which by their terms or nature are to be satisfied at the Closing and (y) those conditions the failure of which to be satisfied is caused by or results from a breach by Buyer of this Agreement) as of the date the Closing should have occurred pursuant to Section 2.09, (B) Seller has delivered written notice to Buyer that Seller is ready, willing and able to consummate the transactions contemplated in this Agreement and (C) Buyer has failed to consummate the transactions contemplated by this Agreement on or prior to the earlier date on which the Closing should have occurred pursuant to Section 2.09. Other than in the case of (i) 20 Business Days following notice of such breach and (ii) a termination pursuant to Section 12.01(a), the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) any clause of this Section 12.01 shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated terminated: (a) at any time prior to the Closing Date: (a) Settlement Date by mutual written agreement of Albertson’s the Offeror and Buyerthe Sellers; (b) by either Albertson’s the Offeror or Buyer the Sellers if the Closing Offer Commencement Date shall not have been consummated on or before September 22, 2006 (occurred prior to the “Termination Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(b) shall not be available to the terminating party seeking to terminate if any action the terminating party’s breach of such party or the failure of such party to perform any of its obligations their covenants or agreements under this Agreement required to be performed at or prior to the Closing has shall have been the a material cause of, or resulted in, the failure of the Closing Offer Commencement Date to occur on or before such Outside Date. If the Termination Date Sellers terminate the Agreement pursuant to this Section 7.1(b), then the Offeror shall pay to the Sellers a total breakup fee of US$ 3’000,000 (to be distributed proportionately between the Sellers pursuant to their equity interests set forth in column 2 of Annex A herein); (c) by either the Offeror or the Sellers if any Prohibitive Order permanently prohibiting the consummation of the transactions contemplated by this Agreement shall have become final and such action or failure to perform constitutes a breach of this Agreementnon-appealable; provided, further, provided that the right to terminate this Agreement pursuant to this Section 12.01(b7.1(c) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU any party whose failure to fulfill any obligation under this Agreement shall have exercised its termination right under Section 8.1(c) been a material cause of, or resulted in, the occurrence of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedsuch Prohibitive Order; (d) by Albertson’s if there shall have been the Sellers, upon written notice to the Offeror in the event of a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that by the Offeror, which breach, individually or in the aggregate, would result in, if occurring or continuing on the Offer Commencement Date, the failure of any condition to the Sellers’s obligations set forth in Section 10.03(a) would 6.2 to be satisfied, and which cannot be satisfied and which or has not been cured by the Outside Date or within thirty (30) days after the giving of written notice to the Offeror of such breach; provided that the right to terminate this Agreement under this Section 7.1(d) shall not have been cured prior be available to the earlier Sellers if such party then is in material breach of (i) 20 Business Days following notice of such breach its representations, warranties, agreements and (ii) the Termination Date;covenants hereunder; or, (e) by Buyer if there shall have been the Offeror, upon written notice to the Sellers, in the event of a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that by the Sellers, which breach, individually or in the aggregate, would result in, if occurring or continuing on the Offer Commencement Date, the failure of any condition to the Offeror’s obligations set forth in Section 10.02(a) would 6.1 to be satisfied, and which cannot be satisfied and which shall or has not have been cured prior by the Outside Date or within thirty (30) days after the giving of written notice to the earlier of (i) 20 Business Days following notice Sellers of such breach and (ii) breach; provided that the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (funder this Section 7.1(e) shall give notice of such termination not be available to the other partyOfferor if such party then is in material breach of its representations, warranties, agreements and covenants hereunder.

Grounds for Termination. This The CITY may terminate or revoke this Agreement may be terminated at and all rights and privileges herein provided for any time prior to of the Closing Datefollowing reasons: (a) The FRANCHISEE fails to make timely payments of the franchise fee as required under Article 2 of this Agreement and does not correct such failure within sixty (60) calendar days after written notice by mutual written agreement the CITY of Albertson’s and Buyer;such failure; or, (b) The FRANCHISEE, by either Albertsonact or omission, violates a material duty herein set forth in any particular within the FRANCHISEE’s control, and with respect to which full redress is not otherwise herein provided. In such event, the CITY, acting by or Buyer if through its CITY Council, may determine, after hearing, that such failure is of a material nature, and thereupon, after written notice giving the Closing FRANCHISEE notice of such determination, the FRANCHISEE, within sixty (60) calendar days of such notice, shall not commence efforts to remedy the conditions identified in the notice and shall have been consummated on or before September 22ninety (90) calendar days from the date it receives notice to remedy the conditions. After the expiration of such ninety (90) day period and failure to correct such conditions, 2006 (the “Termination Date”); provided that CITY may declare the right to terminate franchise forfeited and this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofterminated, or resulted inand thereupon, the failure of the Closing to occur on FRANCHISEE shall have no further rights or before the Termination Date and such action or failure to perform constitutes a breach of this Agreementauthority hereunder; provided, however, that any such declaration of forfeiture and termination shall be subject to judicial review as provided by law, and provided further, that in the right to terminate this Agreement pursuant to this Section 12.01(b) shall event such failure is of such nature that it cannot be available to Albertson’s reasonably corrected within the ninety (90) day time period provided above, the CITY shall provide additional time for the reasonable correction of such alleged failure if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) the reason for the noncompliance was not the intentional or negligent act or omission of the Merger Agreement;FRANCHISEE; or, (c) by either Albertson’s The FRANCHISEE becomes insolvent, unable or Buyer if there shall be any Lawunwilling to pay its debts, regulation is adjudged bankrupt, or nonappealable final order, decree all or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that its facilities should be sold under an instrument to secure a debt and is not redeemed by the condition set forth in Section 10.03(aFRANCHISEE within sixty (60) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partydays.

Grounds for Termination. This Agreement may be terminated in writing at any time at or prior to the Closing DateClosing, subject to Section 5.2, as follows: (ai) by mutual written agreement of Albertson’s the Company, Seller and Buyer; (bii) by either Albertson’s (A) Seller or Buyer if the Closing shall not have been consummated on or before September 22(B) Buyer, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, law or regulation that makes the consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (fiii) if the Hathaway Power Sale occurs: (A) by Albertson’s Buyer, if the Closing has not occurred and any of the conditions precedent to Buyer's obligations to proceed with the Closing remain unfulfilled and not waived by Buyer five business days following notice by Buyer to Seller of such non-fulfillment and non-waiver given following consummation of the Hathaway Power Sale, provided that such non-fulfillment was not the direct result of Buyer's default of its obligations under this Agreement; or (B) by Seller, if all of the conditions precedent to Buyer's obligations to proceed with the Closing have been fulfilled or waived by Buyer and Seller is not in default of its obligations under this Agreement, and the Closing has not occurred within five business days of notice by Seller to Buyer to such effect given following consummation of the Hathaway Power Sale; or (iv) by Seller (upon 24 hours written prior notice to Buyer) at any time from August 16, 2002 to November 1, 2002 if the affirmative vote of the shareholders of Hathaway Corporation necessary to approve the Hathaway Power Sale (the "Required Hathaway Vote") has not been obtained by 5:00 p.m., Denver, Colorado time, on August 15, 2002; (v) by Seller or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give upon 24 hours prior written notice of such termination to the other party) at any time on or after November 1, 2002 if the Required Hathaway Vote has not been obtained by 5:00 p.m., Denver, Colorado time, on August 15, 2002; or (vi) If the Required Hathaway Vote has been obtained by 5:00 p.m., Denver, Colorado time, on August 15, 2002 and the Hathaway Power Sale has not occurred by 5:00 p.m., Denver, Colorado time by the fifth business day following the date of such vote: (A) by Seller (upon 24 hours prior written notice to Buyer) at any time from August 22, 2002 to November 1, 2002, or (B) by Buyer or Seller at any time on or after November 1, 2002.

Grounds for Termination. This Subject to Section 8.2, this Agreement may be terminated at any time prior to before the Closing Dateupon the occurrence of any one or more of the following: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Party (by giving written notice to the other Party), if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure consummation of the Closing to occur on Transactions would violate any final judgment, decree or before order of any Governmental Authority having appropriate jurisdiction enjoining the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) consummation of the Merger AgreementTransactions; (c) by either Albertson’s or Buyer Party (by giving written notice to the other Party), if there shall be the other Party has breached this Agreement in any Law, regulation or nonappealable final order, decree or judgment of material respect and such breach causes any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedconditions to Closing for the other Party not to be satisfied (or, if before the Closing, is of such a magnitude that it will not be possible for such condition to be satisfied); provided, however, that in the case of a breach that is capable of being cured, the breaching Party shall have until the earlier of (i) the Outside Date and (ii) 30 days following receipt of such notice to attempt to cure the breach and the termination under this Section 8.1(c) shall not become effective until the end of such period; (d) by Albertson’s either Party (by giving written notice to the other Party), if there shall have been the Closing has not occurred by September 30, 2014 (the “Outside Date”), through no breach (including a material breach willful failure to perform an obligation under this Agreement) of any representationthis Agreement by the terminating Party or its Affiliates; provided, warrantyhowever, covenant that if Section 2.6(a) is the only condition to Closing that remains unsatisfied or agreement unwaived on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not Outside Date (other than those conditions to be satisfied at Closing), then TexStar and which SXE shall not each have been cured prior the right, in its sole discretion, to the earlier of (i) 20 Business Days following extend such date by up to 30 days in one or more extensions by delivering written notice of such breach and (iiextension(s) to the Termination Dateother Parties; (e) by Buyer TexStar (by giving written notice to SXE) if there shall have been occurred a material breach of any representation, warranty, covenant or agreement Material Adverse Effect on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateSXE Group; orand (f) by Albertson’s or Buyer SXE (by giving written notice to TexStar) if there shall have occurred a Material Adverse Effect on the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyTexStar Group.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Baker Hughes and BuyerPartner; (b) by either Albertson’s Baker Hughes or Buyer Partner if the Closing shall not have been consummated on or before September 22August 29, 2006 2017 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s Baker Hughes or Buyer Partner if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s Partner if there shall have been a material is any breach of any representation, warranty, covenant or agreement on the part of Buyer contained Baker Hughes set forth in this Agreement Agreement, such that the condition set forth conditions specified in Section 10.03(a) 10.02 would not be satisfied and which shall not have been cured prior at the Closing (a “Terminating BH Breach”), except that, if such Terminating BH Breach is curable by Baker Hughes through the exercise of its reasonable best efforts, then, for a period of up to the earlier 30 days after receipt by Baker Hughes of (i) 20 Business Days following notice from Partner of such breach (the “BH Cure Period”) such termination shall not be effective and (ii) the Termination Date;Date shall be automatically extended until the first Business Day following the end of the BH Cure Period, and such termination shall become effective only if the Terminating BH Breach is not cured within the BH Cure Period; or (e) by Buyer Baker Hughes if (i) there shall have been a material is any breach of any representation, warranty, covenant or agreement on the part of any Seller contained Partner or Investor JV set forth in this Agreement Agreement, such that the condition conditions specified in Section 10.03 would not be satisfied at the Closing (a “Terminating Partner Breach”), except that, if any such Terminating Partner Breach is curable by Partner through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt by Partner of notice from Baker Hughes of such breach (the “Partner Cure Period”) such termination shall not be effective and the Termination Date shall automatically be extended until the first Business Day following the end of the Partner Cure Period, and such termination shall become effective only if the Terminating Partner Breach is not cured within the Partner Cure Period or (ii) (1) all of the conditions set forth in Section 10.02(a10.01 and Section 10.02 have been satisfied (other than (x) would not those conditions which by their terms or nature are to be satisfied at the Closing, provided, that such conditions would reasonably be expected to be satisfied if the Closing were to occur at the time the Closing is required to occur pursuant to Section 2.17, and (y) those conditions the failure of which shall not to be satisfied is caused by or results from a breach by Partner or Investor JV of this Agreement) as of the date the Closing should have been cured occurred pursuant to Section 2.17 and (2) Partner or Investor JV has failed to consummate the transactions contemplated by this Agreement on or prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) date on which the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedClosing should have occurred pursuant to Section 2.17. The party desiring to terminate this Agreement pursuant to clauses Section 12.01(b), (c12.01(c), (d), (e12.01(d) or (f12.01(e) shall give notice of such termination to the other partyparties hereto. Notwithstanding anything else contained in this Agreement, the right to terminate this Agreement under Section 12.01(b), Section 12.01(d) or Section 12.01(e)(i), shall not be available to any party (a) that is in material breach of its obligations hereunder or (b) whose failure to fulfill its obligations or to comply with its covenants under this Agreement has been the cause of, or resulted in, the failure to satisfy any condition to the obligations of either party hereunder.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and BuyerParent; (b) by either Albertson’s the Company or Buyer Parent, if the Closing shall has not have been consummated on or before September 22March 31, 2006 2018 (the “Termination End Date”); , provided that (i) if all of the conditions to Closing shall have been satisfied or shall be then capable of being satisfied (other than the condition set forth in Section 9.01(a)), the End Date shall be extended by an additional six (6) month period and (ii) the right to terminate this Agreement pursuant to this Section 12.01(b) clause shall not be available to the any party seeking whose failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations obligation under this Agreement required to be performed at or prior to the Closing has been the cause ofcause, or has resulted in, the failure of the Closing to occur on or before the Termination Date and prior to such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementdate; (c) by either Albertson’s the Company or Buyer Parent, if there shall be is any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either the Company or Parent, upon written notice to the other if any of the conditions set forth in Section 9.01 of this Agreement has become incapable of fulfillment on or prior to the End Date and such condition or conditions shall not have been waived by such party, except that no party may terminate this Agreement if the inability to satisfy a condition is the result of a breach of this Agreement by such party seeking to terminate this Agreement; (e) by Parent, if there shall have has been a material misrepresentation or breach of any representation, warranty, warranty or breach of covenant or other agreement on the part of Buyer contained set forth in this Agreement such by the Company that would cause the condition set forth in Section 10.03(a9.02(a) would or Section 9.02(b) of this Agreement not to be satisfied satisfied, such misrepresentation or breach is not waived by Parent, and which shall the Company is not have been cured capable of curing such misrepresentation or breach prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination End Date; (ef) by Buyer the Company, if there shall have has been a material misrepresentation or breach of any representation, warranty, warranty or breach of covenant or other agreement on the part of any Seller contained set forth in this Agreement such by Parent that would cause the condition set forth in Section 10.02(a9.03(a) would or Section 9.03(b) of this Agreement not to be satisfied satisfied, such misrepresentation or breach is not waived by the Company, and which Parent is not capable of curing such misrepresentation or breach prior to the End Date; (g) by Parent, if the Company shall not have delivered to Parent a certified copy of the duly executed Written Consent within twenty (24) hours after execution and delivery of this Agreement by the parties hereto; and (h) after January 2, 2018, by the Company, upon written notice to Parent if the conditions set forth in Sections 9.01 and 9.02 of this Agreement other than Section 9.02(j) have all been cured prior satisfied (or waived) (other than conditions that by their nature are to be satisfied at the Closing, but subject to the earlier ability to immediately satisfy those conditions on the date of the notice delivered by the Company hereunder) and the Closing Date does not occur within two (i2) 20 Business Days following notice of receipt by Parent of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedtermination notice. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 11.01(b), (cSection 11.01(c), (dSection 11.01(d), (eSection 11.01(e), Section 11.01(f), Section 11.01(g) or (fSection 11.01(h) shall give written notice of such termination to the other partyparty and the party desiring to terminate this Agreement may not so terminate this Agreement if such party is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

Grounds for Termination. This Agreement may be terminated at any time on or prior to the Closing Date: (a1) by the mutual written agreement of Albertson’s the Vendors and Buyerthe Purchaser, provided however, that if the Approval and Vesting Order has been issued and entered by the Court, any such termination shall require either the consent of the Monitor, or approval of the Court; (b2) by written notice from the Purchaser to the Vendors in accordance with Section 6.5; (3) by the Purchaser, on the one hand, or by the Vendors, on the other hand, upon written notice to the other Parties if (i) the Approval and Vesting Order has not been obtained by the Approval and Vesting Order Deadline Date, (ii) the Court declines at any time to grant the Approval and Vesting Order, or (iii) the Required Regulatory Approval (to the extent applicable) is not obtained by the Outside Date, in each case for reasons other than a breach of this Agreement by either Albertson’s the Purchaser or Buyer the Parent, on the one hand, or the Vendors, on the other hand; (4) by written notice from the Purchaser to the Vendors if there has been a material breach by the Vendors of any representation, warranty or covenant contained in this Agreement, which breach has not been waived by the Purchaser and (i) such breach is not curable and has rendered the satisfaction of any condition in Section 8.1 impossible by the Outside Date, or (ii) if such breach is curable, the Purchaser has provided prior written notice of such breach to the Vendors, and such breach has not been cured within five (5) days following the date upon which the Vendors received such notice; (5) by written notice from the Purchaser to the Vendors any time after the Outside Date, if the Closing shall has not have been consummated on occurred at the time such written notice is provided, for reasons other than as set out in Section 9.1(3), and such failure to close was not caused by or before September 22, 2006 as a result of the Purchaser’s or the Parent’s breach of this Agreement; (6) by written notice from the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available Vendors to the party seeking Purchaser if the Cure Costs in respect of any Assigned Contract exceed the applicable Cure Cost Threshold, unless the Purchaser agrees to terminate pay all such Cure Costs in excess of the applicable Cure Cost Threshold; (7) by written notice from the Vendors to the Purchaser if there has been a material breach by the Purchaser or the Parent of any action representation, warranty or covenant contained in this Agreement, which breach has not been waived by the Vendors and (i) such breach is not curable and has rendered the satisfaction of any condition in Section 8.2 impossible by the Outside Date, or (ii) if such breach is curable, the Vendors have provided prior written notice of such party or breach to the failure of Purchaser, and such party breach has not been cured within five (5) days following the date upon which the Purchaser received such notice; (8) by written notice from the Vendors to perform the Purchaser any of its obligations under this Agreement required to be performed at or prior to time after the Outside Date, if the Closing has been not occurred at the cause oftime such written notice is provided for reasons, other than as set out in Section 9.1(3), and such failure to close is not caused by or resulted in, the failure as a result of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a Vendors’ breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;or (c9) by either Albertson’s or Buyer written notice (i) from the Vendors to the Purchaser if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth out in Section 10.03(a8.2(9) would has not be been satisfied and which shall not have been cured prior to or waived by the earlier of (i) 20 Business Days following notice of such breach and Vendors by the Replacement Financial Assurance Condition Date, or (ii) from the Termination Date; (e) by Buyer Purchaser to the Vendors if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth out in Section 10.02(a8.1(8) would has not be been satisfied and which shall not have been cured prior to or waived by the earlier of (i) 20 Business Days following notice of such breach and (ii) Purchaser by the Termination Replacement Financial Assurance Condition Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and the Buyer; (b) by Buyer on the Closing Date if the conditions to Buyer's obligations to close shall not have been fulfilled, provided that Buyer is not in breach of its obligations hereunder; (c) by the Company on the Closing Date if the conditions to the Company's obligations to close shall not have been fulfilled, provided that the Company is not in breach of its obligations hereunder; (d) by either Albertson’s the Company or the Buyer if the Closing shall not have been consummated on or before September 22October 31, 2006 (the “Termination Date”)2003; provided that the right to terminate this Agreement pursuant to this Section 12.01(b) Company and the Buyer shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that each have the right to terminate this Agreement pursuant extend such date by up to this Section 12.01(b) shall not be available 30 days upon notice given to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementother party by October 31, 2003; (ce) by either Albertson’s the Company or the Buyer if there shall be any Law, law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment Order of any court or governmental body having competent jurisdiction that would make (other than the consummation of the transactions contemplated hereby illegal or otherwise prohibitedBankruptcy Court); (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s either the Company or the Buyer if the Merger Bankruptcy Court shall have issued an Order which has become final and nonappealable restricting or restraining in a material manner or enjoining or otherwise prohibiting or making illegal the effectuation of the transactions contemplated by this Agreement or by the Plan (including an Order denying confirmation of the Plan or confirming a plan of reorganization other than the Plan); or (g) by the Buyer or the Company if the Plan is terminatednot approved by the Bankruptcy Court. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Section 11.01 shall give notice of such termination to the other partyparty hereto.

Grounds for Termination. This Agreement may be terminated at any ------------------------ time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and BuyerPurchaser; (b) by either Albertson’s (i) the Purchaser or Buyer (ii) Sellers, if the Closing shall not have been consummated on or before September 2215, 2006 (the “Termination Date”)1999; provided that the right to terminate this Agreement pursuant to under this Section 12.01(bSubsection 8.1(a) shall not be available to the any party seeking to terminate if any action of such party whose failure or the whose Affiliate's failure of such party to perform any of its obligations material covenant or obligation under this Agreement required to be performed at or prior to the Closing has been is the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementdelay; (c) by either Albertson’s (i) the Purchaser or Buyer (ii) Sellers, if there shall be any Law, law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s if there shall have been a material the Purchaser, provided the Purchaser is not then in breach of any representationof its obligations hereunder, warranty, if either (i) Sellers fail to perform any covenant or agreement on the part of Buyer contained in this Agreement such that when performance thereof is due and does not cure the failure within 20 business days after the Purchaser delivers written notice thereof, or (ii) any other condition set forth in Section 10.03(a) would 6.1 or Section 6.2 has not be been satisfied and which shall is not have been cured capable of being satisfied prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;date specified in Section 8.1(b); or (e) by Buyer if there shall have been a material Sellers, provided that Sellers are not then in breach of any representationof their obligations hereunder, warranty, if (i) the Purchaser fails to perform any covenant or agreement on the part of any Seller contained in this Agreement such that when performance thereof is due and does not cure the failure within 20 business days after notice by Sellers thereof, or (ii) any condition set forth in Section 10.02(a) would 6.1 or Section 6.3 has not be been satisfied and which shall is not have been cured capable of being satisfied prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminateddate specified in Section 8.1(b). The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Section 8.1 shall give written notice of such termination to the other party.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror and the Acquiror Principal Shareholders, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree or the Acquiree Shareholders to perform any material obligation to be performed by Acquiree or the Acquiree Shareholders pursuant to this Agreement at or prior to the Closing; (c) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders , in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of any Acquiror Principal Shareholder to perform any material obligation required to be performed by any such Acquiror Principal Shareholder pursuant to this Agreement at or prior to the Closing; (d) by the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b11.3(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party's obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Acquiree or the cause ofAcquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholders, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of occurred any Material Adverse Effect on the Merger AgreementAcquiror, or there shall have occurred any 'event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (cg) by either Albertson’s the Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror's or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there Acquiror Shareholder's representations and warranties shall have been a material breach inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a10.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror's or agreement on the part of any Seller Acquiror Principal Shareholder's covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a10.3(b) would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional misrepresentation); or (h) by the Acquiror and the Acquiror Principal Shareholders (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree's or the Acquiree Shareholder's representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiree or the earlier of Acquiree Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, or (ii) any of the Termination Date; or (f) by Albertson’s Acquiree's or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder's covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 10.2(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written agreement of Albertson’s BioScrip and BuyerParent; (b) by either Albertson’s BioScrip or Buyer Parent if the Closing shall not have been consummated on or before September 22May 5, 2006 2012 as such date may be extended pursuant to the terms of the Access Agreement (the “Termination Date”); provided that, if there is a delay in receipt of HSR Clearance, any party may extend the Termination Date to provide a reasonable period of time to obtain the HSR Clearance; provided, further, that the right to terminate this Agreement or extend the Termination Date pursuant to this Section 12.01(b11.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s BioScrip or Buyer Parent if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s BioScrip if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer the Buyers contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a9.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (fe) by Albertson’s Parent if there shall have been a material breach of any representation, warranty, covenant or Buyer if agreement on the Merger part of any Selling Party contained in this Agreement is terminatedsuch that the condition set forth in Section 9.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSections 11.01(b), (c), (d), or (e) or (f) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer if the Closing shall not have been consummated on or before September 22, 2006 the nine-month anniversary of the date hereof (unless the “Termination Date”); provided that failure to consummate the right Closing by such date shall be due to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the failure of the party seeking to terminate if any action of such party or the failure of such party this Agreement to perform have fulfilled any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement); (c) by either Albertson’s Seller or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s Buyer if there shall have any of the representations or warranties of Seller contained in this Agreement are inaccurate or untrue to the extent that any such inaccuracy or untruth would cause the failure of the condition set forth in Section 10.02(a)(ii) or if Seller has failed to discharge and fulfill any of its covenants or agreements contained in this Agreement to the extent that any such failure would cause the failure of the condition set forth in Section 10.02(a)(i), and, if such inaccuracy or failure is capable of being cured, such inaccuracy or failure has not been a material breach cured within 30 days after written notice of such failure, inaccuracy or untruth has been given to Seller; or (e) by Seller if any representation, warranty, covenant of the representations or agreement on the part warranties of Buyer contained in this Agreement are inaccurate or untrue to the extent that any such that inaccuracy or untruth would cause the failure of the condition set forth in Section 10.03(a10.03(a)(ii) would not be satisfied or if Buyer has failed to discharge and which shall not have been cured prior to the earlier fulfill any of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant its covenants or agreement on the part of any Seller agreements contained in this Agreement to the extent that any such that failure would cause the failure of the condition set forth in Section 10.02(a) would 10.03(a)(i), and, if such inaccuracy or failure is capable of being cured, such inaccuracy or failure has not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following within 30 days after written notice of such breach and (ii) the Termination Date; or (f) by Albertson’s failure, inaccuracy or Buyer if the Merger Agreement is terminateduntruth has been given to Buyer. The party desiring to terminate this Agreement pursuant to clauses Sections 12.01(b), (c), (d), ) – (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (ai) by mutual written agreement consent of Albertson’s and Buyerthe parties; (bii) by either Albertson’s the Company or Buyer Purchaser, provided such party is not then in material default hereunder, upon written notice to the other party, if the Closing hereunder has not occurred on or before September 4, 1999 (the "Termination Date"), provided that if the FCC Consent is obtained during the 15 days prior to September 4, 1999, the Termination Date will not occur until the 15th day after receipt of the FCC Consent, provided further that if either or both of the Company and Purchaser shall have postponed the Closing Date pursuant to Section 6.11 hereof, the Termination Date will occur no earlier than the end of the period of such postponement, and provided further that if the Closing hereunder has not occurred on or before September 4, 1999 due to a publicly announced federal governmental shutdown affecting, or any other publicly announced freeze on the processing of applications to transfer station licenses by, the FCC (collectively, a "FCC Shutdown"), the Termination Date will be extended by a period of time equal to the duration of the FCC Shutdown, but in no event shall the Termination Date be extended to a date any later than the earlier of (x) 60 days after the end of the FCC Shutdown or (y) December 4, 1999. (iii) by either the Company or Purchaser, upon written notice to the other party, if any Governmental Authority shall have issued a statute, rule, regulation, order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the Closing hereunder or the closing under the Gannett Purchase Agreement and such statute, rule, regulation, order, decree or injunction or other action shall have become final and nonappealable, provided that this clause (iii) will not be applicable to actions of the FCC subject to clause (iv) below; (iv) by either the Company or Purchaser, upon written notice to the other party, if (i) the FCC, or the Chief, Mass Media Bureau of the FCC, acting under delegated authority, shall have denied the application for assignment of the Gannett FCC Licenses to the Company, (ii) the FCC, or the Chief, Mass Media Bureau of the FCC, acting under delegated authority, shall have denied the application for assignment of the FCC Licenses to Purchaser, (iii) the parties' request for administrative or judicial review, or the FCC's administrative review sua sponte, shall not have been consummated on or before September 22, 2006 disposed of favorably to the parties and (iv) the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be parties have no further relief available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementthem; (cv) by either Albertson’s or Buyer Purchaser, by written notice to the Company, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have has been a material breach by the Company of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement such that the condition precedent set forth in Section 10.03(a) 6.1 or 6.2 hereof would not be satisfied and satisfied, which shall breach has not have been cured prior to the earlier of (i) within 20 Business Days following receipt by the breaching party of written notice of such breach and (ii) the Termination Date;breach; or (evi) by Buyer the Company by written notice to Purchaser if there shall have has been a material breach by Purchaser of any representation, warranty, covenant or agreement on the part of any Seller contained set forth in this Agreement such that the condition precedent set forth in Section 10.02(a) 7.1 or 7.2 hereof would not be satisfied and satisfied, which shall breach has not have been cured prior to the earlier of (i) within 20 Business Days following receipt by the breaching party of written notice of such breach and breach; (iivii) by Purchaser by written notice to the Termination DateCompany, if the FCC has revoked the Company's or Gannett's FCC License for the Station; or (fviii) automatically without further action by Albertson’s or Buyer if the Merger parties upon the termination of the Gannett Purchase Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyin accordance with its terms.

Grounds for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date, either before or after the meetings of the shareholders of ▇▇▇▇▇ or Premier: (a) by By mutual written agreement consent in writing of Albertson’s ▇▇▇▇▇ and Buyer;Premier; or (b) By ▇▇▇▇▇ by either Albertson’s or Buyer giving written notice thereof to Premier if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this i) a Material Adverse Effect (as defined in Section 12.01(b6(l) shall not be available to have occurred in the party seeking to terminate if financial condition, results of operations or business of Premier or any action of such party or Premier Bank since the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, furtheror (ii) Premier has in any material respect breached any covenant, that the right to terminate undertaking, representation or warranty contained in this Agreement pursuant to this Section 12.01(band such breach has not been cured within thirty (30) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) days after the giving of the Merger Agreement;such notice; or (c) By Premier by giving written notice thereof to ▇▇▇▇▇ if (i) a Material Adverse Effect (as defined in Section 6(l) shall have occurred in the financial condition, results of operations or business of ▇▇▇▇▇ or any ▇▇▇▇▇ Surviving Bank since the date of this Agreement or (ii) ▇▇▇▇▇ has breached any covenant, undertaking, representation or warranty contained in this Agreement and such breach has not been cured within thirty (30) days after the giving of such notice; or (d) By either Albertson▇▇▇▇▇ or Premier upon written notice to the other if any regulatory agency whose approval of the transactions contemplated by this Agreement is required denies such application for approval by final order or ruling (which order or ruling shall not be considered final until expiration or waiver of all periods for review or appeal); or (e) By either ▇▇▇▇▇ or Premier upon written notice to the other if any condition precedent to either party’s performance hereunder is not satisfied or Buyer fulfilled; or (f) By either ▇▇▇▇▇ or Premier if there the Merger shall be violate any Law, regulation or nonappealable non-appealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (fg) by Albertson’s By either ▇▇▇▇▇ or Buyer Premier upon the bankruptcy, insolvency or assignment for the benefit of creditors of ▇▇▇▇▇ or of either of the ▇▇▇▇▇ Subsidiary Banks, Premier or of any of the Premier State Banks; or (h) By either ▇▇▇▇▇ or Premier, if the shareholders of ▇▇▇▇▇ shall fail to approve the Merger Agreement is terminated. The party desiring by the vote required under the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of ▇▇▇▇▇; or (i) By either ▇▇▇▇▇ or Premier, if the shareholders of Premier shall fail to terminate this Agreement pursuant to clauses 12.01(bapprove the Merger by the vote required under the Kentucky Business Corporation Act or NASDAQ Rule 4350(i)(1)(C); or (j) By either ▇▇▇▇▇ or Premier, if the Closing does not occur on or before June 30, 2009 unless extended by mutual agreement in writing; or (c)k) By Premier, (d), (e) or (f) shall give notice if the issuance of such termination at least $24,000,000 of Premier Preferred Stock and attendant warrants for Premier Common Stock to the other partyU.S. Treasury has not occurred. (l) By Premier if ▇▇▇▇▇ National is not in substantial compliance with the provisions of the written Agreement by and between ▇▇▇▇▇ National and The Comptroller of the Currency dated October 1, 2008, including, without limitation, the provisions of Article IV and Article XII thereof.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Sohu and Buyer; (b) by either Albertson’s Sohu or Buyer if the Closing shall has not have been consummated on or before September 22March 29, 2006 2021 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 12.01(b8.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material party whose breach of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement such that has been the condition set forth in Section 10.03(a) would primary cause of, or primarily resulted in, the Closing not be satisfied and which shall not have been cured occurring on or prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (ec) by either Sohu or Buyer if any Governmental Authority has enacted, issued, promulgated, enforced or entered any final and non-appealable Order which has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(c) shall not be available to any party whose failure to comply with any provision of this Agreement has been the primary cause of, or primarily resulted in, such Order; (d) by Buyer if there shall have been a material breach or failure of any representation, warranty, agreement or covenant or agreement on of the part of any Seller contained Parties set forth in this Agreement such that has occurred, would give rise to the failure of a condition set forth in Section 10.02(a) 6.01 or Section 6.02 and as a result of such breach or failure, such condition would not be capable of being satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or provided, however, that, Buyer if shall not have the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b)this Section 8.01(d) if Buyer is then in material breach of any representations, (c), (d), warranties or covenants hereunder; or (e) by Sohu if a breach or (f) shall failure of any representation, warranty, agreement or covenant of Buyer set forth in this Agreement has occurred, which breach or failure would give notice rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and as a result of such termination breach or failure, such condition would not be capable of being satisfied prior to the other partyTermination Date; provided, however, that, Sohu shall not have the right to terminate this Agreement pursuant to this Section 8.01(e) if either Seller Party is then in material breach of any representations, warranties or covenants hereunder.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s Seller and BuyerPurchaser; (b) by either Albertson’s Purchaser by written notice thereof to Seller if any of the conditions set forth in SECTION 9.1 hereof shall have become incapable of fulfillment by or Buyer if before the Closing Date, and shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementwaived by Purchaser; (c) by either Albertson’s Seller by written notice thereof to Purchaser if any of the conditions set forth in SECTION 9.2 hereof shall have become incapable of fulfillment by or Buyer before the Closing Date, and shall not have been waived by Seller; (d) by Purchaser, as set forth in SECTIONS 7.4, 7.11, 7.12 and 7.15 hereof; (e) by Purchaser or Seller, as set forth in SECTION 7.6 hereof; (f) by Seller or Purchaser by written notice thereof to the other if there the transactions contemplated hereby shall be not have been consummated by August 31, 1997 (or such later date as shall apply pursuant to SECTION 3.3(b) hereof), or such other date as Seller and Purchaser shall agree upon in writing; or (g) by Seller or Purchaser by written notice thereof to the other if the consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make enjoining, restraining or otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition upon, the consummation of this Agreement or the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyhereby.

Grounds for Termination. This Agreement ‌ The Ministry may be terminated at any time prior to the Closing Dateterminate this Contract by notice in writing: (a) by mutual written agreement immediately, if: (i) A Party comprising Contractor is insolvent, is adjudged bankrupt or makes any assignment for the benefit of Albertson’s its creditors, or is adjudged to be unable to pay its debts as the same fall due; (ii) A petition is filed in a court having jurisdiction or an order is made, or an effective resolution is passed, for the dissolution, liquidation or winding up of a Party comprising Contractor; (iii) A receiver is appointed or an Encumbrancer takes possession of a majority of the assets or undertaking of a Party comprising Contractor; or (iv) A Contractor ceases or threatens to cease to carry on its business or execution is forced against all or a majority of its property and Buyer;is not discharged within fourteen (14) days. (b) by either Albertson’s If the Contractor: (i) Has committed a material breach of agreed plan, programme, approval, condition or Buyer if term to which this Contract is subject; (ii) Has not complied with the Closing shall not have been consummated on or before September 22, 2006 Applicable Law; (the “Termination Date”); iii) Has provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available information to the party seeking Ministry in connection with this Contract or in order to terminate if obtain this Contract which it knew, or ought reasonably to have known, or believed to be false; or (iv) Has not paid any action of such party amount payable by it under the Applicable Law or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to Contract within a period of three (3) months after the Closing has been day on which the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date amount became due and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;payable. (c) The Ministry shall not terminate the Contract by either Albertson’s notice in writing due to one or Buyer if there shall more of relevant grounds identified in Article 2.4(b) unless: (i) It has, by instrument in writing served on the Contractor, give not less than thirty (30) days of notice of its intention to terminate the Contract; (ii) It has, by instrument in writing, specified date on or before which the Contractor may submit in writing to the Ministry in any matter that wishes to be considered; and (iii) It has taken into account any Law, regulation information provided under Article 2.4(c)(ii) and any action taken by Contractors or nonappealable final order, decree other parties to remove that ground or judgment of any court or governmental body having competent jurisdiction that would make the consummation to prevent recurrence of the transactions contemplated hereby illegal or otherwise prohibited;similar grounds. (d) by Albertson’s if If there shall is more than one Contractor and circumstances arise in which the Ministry may terminate this Contract, the Ministry may, on such conditions as it decides, terminate this Contract only in respect of that or those Contractors whose acts or omissions (or in relation to whom acts, omissions or events have been a material breach of any representationoccurred which) have led to such circumstances arising, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of if: (i) 20 Business Days following notice of It is satisfied that the other Contractors did not connive in such breach acts, omissions or events, and could not reasonably have been expected to prevent them occurring; (ii) It is satisfied that it is fair and reasonable to do so in all the Termination Date;circumstances; and (eiii) by Buyer if there shall have been a material breach of any representation, warranty, covenant or An agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to made with the other partyContractor(s) who did not connive to such actions to accept the Participating Interest of the Contractor(s) at fault; and the majority of the other Contractors agree to this arrangement subject to such conditions as may be imposed by the Ministry.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement consent of Albertson’s CTB and Buyer;BBT; or (b) by either Albertson’s BBT or Buyer by CTB, if the Closing shall has not have been consummated on or before September 22occurred prior to January 31, 2006 (the “Termination Date”)2001; provided provided, however, that the such right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to any party (with BBT and the party seeking to terminate if any action of such party or the failure of such party to perform Selling Entities collectively deemed as one party) that has breached any of its obligations under covenants, representations or warranties in this Agreement required in any material respect (which breach has not been cured) or has refused to be performed at or prior to the Closing has been the cause of, or resulted in, the failure sign any of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this AgreementDocuments, without cause; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;or (c) by either Albertson’s BBT or Buyer CTB, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction Law that would make the makes consummation of the transactions contemplated hereby Transactions illegal or otherwise prohibited;prohibited or if any Court Order enjoining BBT and the Selling Entities or CTB from consummating the Transactions is entered and such Court Order shall become final and nonappealable; or (d) by Albertson’s CTB, if there BBT or a Selling Entity shall have been breached any of its covenants hereunder in any material respect or if the representations and warranties BBT or a material breach of any representation, warranty, covenant or agreement on the part of Buyer Selling Entity contained in this Agreement such that the condition set forth or in Section 10.03(a) would any certificate or other writing delivered by BBT or a Selling Entity pursuant hereto shall not be satisfied true and which shall correct in any material respect, except for such changes as are contemplated by this Agreement, and, in either event, if such breach is subject to cure, BBT or the Selling Entities have not have been cured prior to the earlier such breach within ten business days of (i) 20 Business Days following CTB's notice of such breach and (ii) the Termination Date;an intent to terminate; or (e) by Buyer BBT, if there CTB shall have been a material breach breached any of any representation, warranty, covenant its covenants hereunder or agreement on if the part representations and warranties of any Seller CTB contained in this Agreement such that the condition set forth or in Section 10.02(a) would any certificate or other writing delivered by CTB pursuant hereto shall not be satisfied true and which shall correct, except for such changes as are contemplated by this Agreement, and, in either event, if such breach is subject to cure, CTB has not have been cured prior to the earlier such breach within ten business days of (i) 20 Business Days following notice of such breach and (ii) the Termination Datean intent to terminate; or (f) by Albertson’s or Buyer CTB after the occurrence of an event which could reasonably be expected to result in a Material Adverse Effect; or (g) by CTB if the Merger Agreement Board of Directors of BBT or any committee of the Board of Directors of BBT (i) shall withdraw or modify in any adverse manner its approval or recommendation of this Agreement, (ii) within ten days after CTB's request, shall fail to reaffirm such approval or recommendation, (iii) shall approve or recommend any acquisition of a material portion of its assets or the Business or any tender offer for shares of its capital stock, in each case, other than by CTB or an affiliate thereof, (iv) a tender offer or exchange offer for any of the outstanding shares of BBT common stock shall have been commenced or a registration statement with respect thereto shall have been filed and the Board of Directors of BBT shall have recommended that the shareholders of BBT tender their shares in such tender or exchange offer or publicly announced its intention to take no position with respect to such tender or exchange offer, or (v) shall resolve to take any of the actions specified in this Section 11.1(g); or (h) by BBT, prior to the approval of this Agreement, upon five days' prior notice to CTB, if, as a result of discussions or negotiations with a party other than CTB or any of its affiliates (a "Third Party"), and (without any solicitation, initiation, encouragement, discussion or negotiation, directly or indirectly, by or with any Selling Entity or their representative after the date hereof) that Third Party makes an unsolicited bona fide written Acquisition Proposal (hereinafter defined) that BBT's Board of Directors reasonably and in good faith believe is terminated. The party desiring superior to terminate the transaction contemplated by this Agreement pursuant and has demonstrated that the funds necessary for the Acquisition Proposal are reasonably likely to clauses 12.01(bbe available (as determined in good faith in each case by BBT's Board of Directors after consultation with its financial advisors) and which Acquisition Proposal accomplishes at least the same long-term strategic benefits afforded to the Selling Entities and BBT's shareholders by this Agreement and the transactions contemplated hereby (such an Acquision Proposal, a "Superior Proposal"); provided, however, that BBT has fully complied with its obligations under Section 6.3 and with all the applicable requirements of Section 11.2(b), including the payment of the Termination Fee and CTB Expenses (ceach as hereinafter defined); or (i) by BBT if CTB fails to deposit $250,000 into the Escrow Account on or before January 26, 2001; or (d)j) by BBT if CTB fails to pay the $650,000 Secured Short Term Note on or before February 15, (e) or (f) shall give notice of such termination to the other party2001.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time prior to before the Closing Dateas follows: (ai) by mutual written agreement consent of Albertson’s Seller and Buyer; (bii) by either Albertson’s Buyer, on the one hand, or Buyer the Seller, on the other hand, if the Closing shall not have been consummated on or before September 22July 28, 2006 2015 (the “Termination Date”); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b8.03(a)(ii) shall not be available to the party seeking any Party whose failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations obligation under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementDate; (ciii) by either Albertson’s Buyer, on the one hand, or Buyer the Seller, on the other hand, if there a Governmental Authority shall be have issued an Order or taken any Lawother action, regulation in any case having the effect of permanently restraining, enjoining or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of otherwise prohibiting the transactions contemplated hereby illegal or otherwise prohibitedby this Agreement, and such Order shall have become final and nonappealable; (div) by Albertson’s either Buyer, on the one hand, or the Seller, on the other hand, if the Buyer Shareholder Approval shall not have been obtained at the Buyer Shareholder Meeting or any adjournments or postponements thereof; (v) by Buyer (if it is not in breach of its representations, warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Section 8.01(a) not to be satisfied), upon written notice to the Seller, if there shall have has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement on the part of Buyer Seller contained in this Agreement such that Agreement, which violation, breach or inaccuracy would cause any of the condition conditions set forth in Section 10.03(a8.02(a) would not to be satisfied satisfied, and which shall such violation, breach or inaccuracy has not have been waived by Buyer or cured by the Seller, within ten (10) Business Days after receipt by the Seller of written notice thereof from Buyer or is not capable of being cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (fvi) by Albertson’s the Seller (if it is not in breach of its representations, warranties, covenants or Buyer if the Merger Agreement is terminated. The party desiring to terminate agreements under this Agreement pursuant so as to clauses 12.01(bcause any of the conditions set forth in Section 8.02(a) not to be satisfied), upon written notice to Buyer, if there has been a violation, breach or inaccuracy of any representation, warranty, agreement or covenant of Buyer contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 8.01(a) not to be satisfied, and such violation, breach or inaccuracy has not been waived by the Seller or cured by Buyer within ten (c), (d), (e10) Business Days after receipt by Buyer of written notice thereof from the Seller or (f) shall give notice is not capable of such termination being cured prior to the other partyTermination Date.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Buyer and BuyerSeller; (b) by either Albertson’s Seller or Buyer if the Closing transactions contemplated by this Agreement shall not have been consummated on or before September 22April 30, 2006 2021 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(bclause (b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised any party whose breach of its termination right obligations under Section 8.1(c) this Agreement has been the primary cause of, or primarily resulted in, the failure of the Merger Agreementsuch transactions to be consummated by such date; (c) by either Albertson’s Seller or Buyer Buyer, if (i) there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction applicable law that would make makes the consummation of the transactions contemplated hereby illegal illegal, or (ii) any order shall have been issued by any governmental authority having competent jurisdiction permanently restraining, enjoining or otherwise prohibitedprohibiting such transactions, and such order shall have become final and nonappealable; (d) by Albertson’s Buyer if there shall have been a Buyer is not then in material breach of any representationprovision of this Agreement and either (i) there has been a breach of, warrantyor inaccuracy in, any representation or warranty of Seller contained in this Agreement or (ii) Seller has breached or violated any covenant contained in this Agreement, in each case which breach, inaccuracy or agreement on violation (1) would reasonably be expected to result in the part failure to satisfy a condition to Closing set forth herein and (2) cannot be or has not been cured by the date which is twenty (20) days after Buyer notifies Seller pursuant to Section 9.02 of such breach, inaccuracy or violation; or (e) by Seller if Seller is not then in material breach of any provision of this Agreement and either (i) there has been a breach of, or inaccuracy in, any representation or warranty of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and or (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of has breached or violated any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that Agreement, in each case which breach, inaccuracy or violation (1) would or would reasonably be expected to result in the failure to satisfy a condition to Closing set forth in Section 10.02(aherein and (2) would cannot be satisfied and which shall or has not have been cured prior by the date which is twenty (20) days after Seller notifies Buyer pursuant to the earlier of (i) 20 Business Days following notice Section 9.02 of such breach and (ii) the Termination Date; or (f) by Albertson’s breach, accuracy or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyviolation.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by mutual the written agreement of Albertson’s Monaker, Stockholders and BuyerAxion Creditors; (b) by either Albertson’s or Buyer Stockholders and Axion Creditors (by written notice of termination from Stockholders and Axion Creditors to Monaker, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Stockholders or Axion Creditors to perform any material obligation to be performed by Stockholders and Axion Creditors pursuant to this Agreement at or prior to the Closing; (c) by Monaker (by written notice of termination from Monaker to Stockholders and Axion Creditors, in which reference is made to this subsection) if either (i) Monaker terminates the HotPlay Share Exchange Agreement pursuant to its terms prior to Closing; provided or (ii) the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred by such Termination Date is attributable to a failure on the part of Monaker to perform any material obligation required to be performed by Monaker pursuant to this Agreement at or prior to the Closing; (d) by Monaker or Stockholders and Axion Creditors (by written notice of termination from such Party to the other Party) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.1(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by Monaker, Stockholders or the Axion Creditors (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder (including, but not limited to any termination of the Axion Share Exchange Agreement), unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Stockholders or the cause ofAxion Creditors (by written notice of termination from Stockholders to Monaker, or resulted inin which reference is made to this subsection) if, (i) since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of the Merger Agreementoccurred any Material Adverse Effect on Monaker, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to Monaker; (cg) by either Albertson’s or Buyer if Monaker (by written notice of termination from Monaker to Stockholders and Axion Creditors, in which reference is made to this subsection) if, (i) since the date of this Agreement, there shall have occurred any Material Adverse Effect Axion, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to Axion; or (ii) the Subsequently Delivered Disclosure Schedules disclose anything which (A) has, or could reasonably be expected to have, a Material Adverse Effect with respect to Axion, (B) results in any Lawrepresentation, regulation warranty or nonappealable final ordercovenant made herein by Stockholders or Axion Creditors being materially incorrect or misleading at the time it was made, decree (C) departs materially, from any written or judgment oral disclosures relating to Stockholders, Axion or Axion Creditors (or their financial statements, liabilities, agreements, litigation, assets, operations or prospects) which has been provided by Stockholders or Axion Creditors, or their representatives, to Monaker or its representatives, prior to the date of any court this Agreement, or governmental body having competent jurisdiction that would make (D) materially affects the consummation ability of Stockholders or Axion Creditors to complete the transactions contemplated hereby illegal or otherwise prohibitedherein; (dh) by AlbertsonStockholders and Axion Creditors (by written notice of termination from Stockholders and Axion Creditors to Monaker, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Monaker’s if there representations and warranties shall have been a material breach materially inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a9.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to the earlier of by Monaker within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) the Termination Date; (e) by Buyer if there shall have been a material breach any of any representation, warranty, covenant or agreement on the part of any Seller Monaker’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a9.2(b) would not be satisfied; or (i) by Monaker (by written notice of termination from Monaker to Stockholders and Axion Creditors and the Axion Creditors, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Stockholders’ or Axion Creditors’ representations and warranties shall have been materially inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 9.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to the earlier of by Stockholders or Axion Creditors within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given; or (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate any of Stockholders’ and Axion Creditors’ covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 9.3(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement The Ministry may be terminated at any time prior to the Closing Dateterminate this Contract by notice in writing: (a) by mutual written agreement immediately, if: (i) a Party comprising Contractor is insolvent, is adjudged bankrupt or makes any assignment for the benefit of Albertson’s its creditors, or is adjudged to be unable to pay its debts as the same fall due; (ii) a petition is filed in a court having jurisdiction or an order is made, or an effective resolution is passed, for the dissolution, liquidation or winding up of a Party comprising Contractor; (iii) a receiver is appointed or an encumbrancer takes possession of a majority of the assets or undertaking of a Party comprising Contractor; or (iv) a Contractor ceases or threatens to cease to carry on its business or execution is forced against all or a majority of its property and Buyer;is not discharged within fourteen (14) Days. (b) by either Albertson’s or Buyer if immediately, where the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;Contractor: (ci) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been has committed a material breach of any representationplan, warrantyprogramme, covenant approval, condition or agreement on the part of Buyer contained in term to which this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and Contract is subject; (ii) has not complied with the Termination DateAct; (eiii) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior has provided information to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateMinistry in connection with this Contract or in order to obtain this Contract which it knew, or ought reasonably to have known, or believed to be false; or (fiv) has not paid any amount payable by Albertson’s it under the Act or Buyer under this Contract within a period of three (3) months after the Day on which the amount became due and payable. (c) on thirty (30) Days’ notice to the Contractor if the Merger Agreement Contractor is terminated. The party desiring in material default under this Contract and does not, within that thirty (30) Days, remedy the default to the satisfaction of the Ministry. (d) If there is more than one Contractor and circumstances arise in which the Ministry may terminate this Agreement pursuant Contract, the Ministry may, on such conditions as it decides, terminate this Contract only in respect of that or those Contractors whose acts or omissions (or in relation to clauses 12.01(b)whom acts, omissions or events have occurred which) have led to such circumstances arising, if: (c), (d), (ei) or (f) shall give notice of such termination to it is satisfied that the other partyContractors did not connive in such acts, omissions or events, and could not reasonably have been expected to prevent them occurring; (ii) it is satisfied that it is fair and reasonable to do so in all the circumstances; and (iii) an agreement is made with the other Contractor(s) to accept the Participating Interest of the Contractor(s) at fault, and the majority of the other Contractors agree to this arrangement subject to such conditions as may be imposed by the Ministry.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company or Buyer if the Closing Merger shall not have been consummated on or before September 22, 2006 (180 days after the “Termination Date”)date hereof; provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing Merger to occur on or before the Termination Date and be consummated by such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementtime; (c) by either Albertson’s the Company or Buyer MergerCo if there shall be consummation of the Debt Offer, Consent Solicitation or Merger is prohibited by law or would violate any Law, regulation or nonappealable final order, decree decree, injunction or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s either Buyer or MergerCo, if there shall have has been a material breach by the Company or the Stockholders’ Representative of any representation, warranty, warranty or covenant or agreement on the part of Buyer contained in this Agreement such that which would prevent the satisfaction of any condition set forth contained in Section 10.03(a) would not be satisfied 9.01 or Section 9.02 and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) has not been waived by Buyer or MergerCo or cured by the Termination Date;Company or the Stockholders’ Representative, as the case may be, within 60 days after written notice thereof from either Buyer or MergerCo; or (e) by Buyer the Company with the consent of the Stockholders’ Representative, if there shall have has been a material breach by the Buyer or MergerCo of any representation, warranty, warranty or covenant or agreement on the part of any Seller contained in this Agreement such that which would prevent the satisfaction of any condition set forth in Section 10.02(a) would not be satisfied 9.01 or Section 9.03 and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) has not been waived by the Termination Date; or (f) Company or cured by Albertson’s Buyer or Buyer if MergerCo, as the Merger Agreement is terminatedcase may be, within 60 days after written notice thereof from the Company. The party desiring to terminate this Agreement pursuant to any of clauses 12.01(b), (c), (d), (e10.01(b) or (fthrough 10.01(e) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date: (a) by By mutual written agreement consent in writing of Albertson’s the Company and Buyer;Brou▇▇▇▇▇; ▇▇ (b) By the Company by either Albertson’s or Buyer if the Closing giving written notice thereof to Brou▇▇▇▇▇ ▇▇ (i) a material adverse change shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;have (c) By Brou▇▇▇▇▇ ▇▇ giving written notice thereof to the Company if (i) a material adverse change shall have occurred in the financial condition, results of operations or business of the Company since May 31, 1997 or (ii) the Company has in any material respect breached any covenant, undertaking, representation or warranty contained in this Agreement and such breach has not been cured within thirty (30) days after the giving of such notice; or (d) By either the Company or Brou▇▇▇▇▇ ▇▇▇n written notice to the other if any regulatory agency whose approval of the transactions contemplated by this Agreement is required denies such application for approval by final order or ruling (which order or ruling shall not be considered final until expiration or waiver of all periods for review or appeal); or (e) By either Albertson’s the Company or Buyer Brou▇▇▇▇▇ ▇▇▇n written notice to the other if there any condition precedent to either party's performance hereunder is not satisfied or fulfilled; or (f) By either the Company or Brou▇▇▇▇▇ ▇▇ the Merger shall be violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (fg) by Albertson’s By either the Company or Buyer Brou▇▇▇▇▇ ▇▇▇n the bankruptcy, insolvency or assignment for the benefit of creditors of the Company or Brou▇▇▇▇▇; ▇▇ (h) By Brou▇▇▇▇▇ ▇▇ the event Brou▇▇▇▇▇ ▇▇▇ermines that any information "disclosed in writing" and delivered pursuant to Section 11.3 hereof is (i) materially inaccurate, incomplete, untrue; (ii) exposes a material adverse change relating to the business of the Company; or (i) By the Company in the event the Company determines that any information "disclosed in writing" and delivered pursuant to Section 11.3 hereof is (i) materially inaccurate, incomplete, untrue; (ii) exposes a material adverse change relating to the business of Brou▇▇▇▇▇; ▇▇ (iii) otherwise breaches any material covenant, undertaking, representation or warranty contained herein; or (j) By Brou▇▇▇▇▇, ▇▇ the event Brou▇▇▇▇▇ ▇▇▇ the Food and Consumer Service of the United States Department of Agriculture ("FCS") do not agree, in a manner satisfactory to Brou▇▇▇▇▇, ▇▇ limit the terms and conditions of the Compliance Agreement in Lieu of Debarment between the Company and the FCS ("Compliance Agreement") solely to the business operations and management of the Company following the Merger. In any event, the obligations of the parties under this Agreement shall terminate on December 31, 1997, if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b)closing provided in Section 7.1 has not occurred on or before that date, (c), (d), (e) or (f) shall give notice of such termination to unless Brou▇▇▇▇▇ ▇▇▇ the other partyCompany otherwise agree.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Escrow Deposit Date: (a) by the mutual written agreement of Albertson’s the Buyer and Buyerthe Seller; (b) by either Albertson’s or the Buyer if any of the Closing shall conditions in section 7.1 has not have been consummated on satisfied as of the Escrow Deposit Date or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action satisfaction of such party a condition is or becomes impossible (other than through the failure of such party the Buyer to perform any of comply with its obligations under this Agreement required to be performed at Agreement) and the Buyer has not waived such condition on or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementEscrow Deposit Date; (c) by either Albertson’s or Buyer the Seller, if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal conditions in section 7.2 has not been satisfied as of the Escrow Deposit Date or otherwise prohibitedif satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with their respective obligations under this Agreement) and the Seller have not waived such condition on or prior to the Escrow Deposit Date; (d) by Albertson’s if there shall have been a material breach of any representationthe Buyer if, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier Closing Time, there occurs any destruction or damage by fire or other cause or hazard to any material amount of (i) 20 the Assets or to any Assets material to the Business, or if any material amount of the Assets or any Assets material to the Business Days following or any part of them are expropriated or forcefully taken by any Governmental Authority or if notice of such breach and (ii) intention to expropriate a part of any Assets material to the Termination DateBusiness has been filed in accordance with Applicable Law; (e) by either the Buyer or the Seller if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained Closing in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which escrow shall not have been cured occurred on or prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateMarch 30, 2012; or (f) by Albertson’s or the Buyer if as a result of its continuing access and investigations, the Merger Agreement is terminated. The party desiring to terminate Buyer shall ascertain that a representation and warranty or covenant of the Seller contained in this Agreement shall be untrue as of Closing in escrow on the Escrow Deposit Date or shall not be complied with as of Closing in escrow on the Escrow Deposit Date. For greater certainty and without limitation, this Agreement shall also be subject to termination as provided in the Escrow Agreement. However, once the Closing Documents as contemplated therein are deposited in escrow pursuant to clauses 12.01(b)the Escrow Agreement, (c), (d), (e) or (f) the only grounds for termination of this Agreement shall give notice of such termination to be as set forth in the other partyEscrow Agreement.

Grounds for Termination. This Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Albertson’s Sellers and Buyer; (b) by either Albertson’s or Buyer if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”); provided that Buyer is not at the right time of such election to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if in breach in any action material respect of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementhereunder; (c) by either Albertson’s Sellers if the Closing has not occurred on or Buyer if there shall be prior to the Termination Date; provided that no Seller is at the time of such election to terminate in breach in any Law, regulation or nonappealable final order, decree or judgment material respect of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedits obligations hereunder; (d) by Albertson’s Buyer if there shall have has been a material breach by any Seller of any representation, warranty, covenant or agreement on set forth herein and the part effect of Buyer contained in this Agreement such that breach would be to cause the condition conditions to Buyer’s obligation to consummate the Closing set forth in Section 10.03(a) would 6.01 or Section 6.02 not to be satisfied capable of being satisfied, and which shall such breach is not have been cured prior to the earlier or is not reasonably capable of (i) 20 Business Days following being cured within 30 days of receiving written notice of such breach or alleged breach from Buyer, it being understood and (iiagreed that this Agreement may not be terminated pursuant to this Section 7.01(d) the Termination Dateduring such 30-day period or following such 30-day period if such breach is cured during such 30-day period; (e) by Buyer Sellers if there shall have has been a material breach by Buyer of any representation, warranty, covenant or agreement on set forth herein and the part effect of any Seller contained in this Agreement such that breach would be to cause the condition conditions to Sellers’ obligation to consummate the Closing set forth in Section 10.02(a) would 6.01 or Section 6.03 not to be satisfied capable of being satisfied, and which shall such breach is not have been cured prior to the earlier or is not reasonably capable of (i) 20 Business Days following being cured within 30 days of receiving written notice of such breach or alleged breach from Sellers, it being understood and (iiagreed that this Agreement may not be terminated pursuant to this Section 7.01(e) the Termination Date; orduring such 30-day period or following such 30-day period if such breach is cured during such 30-day period; (f) by Albertson’s either Party if there shall be in effect a final, non-appealable Order of a Governmental Authority of competent jurisdiction restraining, enjoining or Buyer if otherwise prohibiting the Merger Agreement consummation of the Contemplated Transactions; it being agreed that the Parties shall promptly appeal any adverse determination that is terminated. The party desiring appealable (and pursue such appeal with reasonable diligence); provided, however, that the right to terminate this Agreement under this Section 7.01(f) shall not be available to a Party if such Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement; or (g) by Sellers if (i) the Buyer Stockholder Approval is not obtained at the Buyer Stockholders Meeting (including any adjournment thereof pursuant to clauses 12.01(bSection 5.05(b), (c), (d), (e) or (fii) shall give notice after the date the Buyer Stockholder Redemptions have been consummated if the Buyer Stockholder Redemptions result in Available Cash of such termination immediately prior to the other partyClosing being less than the Minimum Cash Amount.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual By the written agreement of Albertson’s each of Purchaser and BuyerSeller; (b) By Seller if it shall have determined in good faith that one or more of the conditions set forth in Section 6.2 cannot be fulfilled as a result of an occurrence or event beyond the control of Seller; (c) By Seller if the Merger Agreement shall have been terminated; (d) By Purchaser if it shall have determined in good faith that one or more of the conditions set forth in Section 6.1 cannot be fulfilled as a result of an occurrence or event beyond the control of Purchaser; (e) By either Purchaser or Seller if any permanent injunction or Proceeding by any governmental agency of competent jurisdiction enjoining, denying approval of or otherwise prohibiting consummation of any of the transactions contemplated by the Agreement becomes final and nonappealable; or (f) By either Albertson’s Purchaser or Buyer Seller if the Closing shall not have been consummated occurred on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofSeptember 30, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement1999; provided, furtherhowever, that Seller may unilaterally cause this date to be extended to December 31, 1999, or to March 31, 2000 if the right to terminate this date for termination of the Merger Agreement shall have been similarly extended pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c7.1(e) of the Merger Agreement; ; provided further, however, that Purchaser may unilaterally cause this date to be extended from September 30, 1999 to October 31, 1999, but, if Purchaser does so, Seller may, at such time, undertake to seek an alternative purchaser for the Shares and, notwithstanding any provision to the contrary contained in Sections 4.1(a), (ch), (l), (o) by either Albertson’s and (q) and 5.6, may take any and all actions necessary, proper or Buyer if there shall be any Lawadvisable in connection with such alternative transaction, regulation or nonappealable final orderincluding, decree or judgment without limitation, the execution of any court or governmental body having competent jurisdiction a definitive agreement with respect thereto that would make is conditioned upon a termination of this Agreement, other than the actual consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured alternative transaction prior to the earlier termination of (i) 20 Business Days following notice of this Agreement, it being agreed and acknowledged that such breach and (ii) the Termination Date; (e) actions taken by Buyer if there Seller shall have been not constitute a material breach of any representation, warranty, covenant or agreement on the part of any Section 5.1. Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured make good faith efforts to consult with Purchaser prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s making any press release or Buyer if the Merger Agreement is terminated. The party desiring other public disclosure relating to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyan alternative transaction.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateFirst Closing: (a) by mutual written agreement of Albertson’s the Company, Sellers and Buyerthe Investors; (b) by either Albertson’s the Company, any Seller or Buyer any Investor if the First Closing shall not have been consummated on or before September 22December 31, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement2015; (c) by either Albertson’s the Company, any Seller or Buyer any Investor if there shall be any Law, regulation Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s any Investor, if there shall have been a material breach of any representation, warranty, covenant representation or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior warranty or failure to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of perform any representation, warranty, covenant or agreement on the part of any Seller contained Warrantor or Other Shareholder set forth in this Agreement such or any other Transaction Documents shall have occurred that would cause any of the condition conditions set forth in Section 10.02(a) would ‎Section 8.01 or ‎Section 8.02 not to be satisfied and which shall is incapable of being cured by any Warrantor or, if capable of being cured by any Warrantor or Other Shareholder, such Warrantor or Other Shareholder does not have been cured prior to the earlier of (i) 20 Business Days following notice of cure such breach and (ii) or failure within 10 days after its receipt of written notice thereof from the Termination DateInvestor; or (fe) by Albertson’s the Company or Buyer any Seller, if a breach of any representation or warranty or failure to perform any covenant or agreement on the Merger part of the Investor set forth in this Agreement or any other Transaction Documents shall have occurred that would cause any of the conditions set forth in ‎Section 8.04 or ‎Section 8.05 not to be satisfied and is terminatedincapable of being cured by the Investor or, if capable of being cured by the Investor, the Investor does not cure such breach or failure within 10 days after its receipt of written notice thereof from the Company. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e‎Section 10.01(b) or (fto ‎Section 10.01‎(e) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated ----------------------- at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Albertson’s Seller, the Shareholders and Buyer; (b) if any court of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree, ruling or other action shall have become final and nonappealable, by either Albertson’s Buyer or Buyer if Seller by the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right delivery of written notice to terminate this Agreement pursuant to this Section 12.01(b) shall not be available such effect to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementother party; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibiteda Seller Material Adverse Change occurs; (d) by Albertson’s either party (meaning Seller and the Shareholders on the one hand and Buyer on the other hand) if there shall any of the representations and warranties made by the other party in this Agreement were materially false or misleading as of the date given or as of the Closing Date, and these false or misleading representations or warranties have not been a material breach waived by the party giving notice of termination; (e) by either party (meaning Seller and the Shareholders on the one hand and Buyer on the other hand) if any representation, warranty, covenant or agreement of the other party shall not have been materially complied with or performed and this noncompliance or nonperformance shall not have been waived by the party giving notice of termination; (f) by either party (meaning Seller and the Shareholders on the part one hand and Buyer on the other hand) if any condition of Buyer contained such party set forth in this Agreement is not satisfied as of December 31, 1998 and such condition has not been waived by the party giving notice of termination; or (g) by any party if the Closing has not occurred by October 31, 1998 ("Final Closing Date"); provided that if Buyer delivers to Seller, on or before October 10, 1998 and November 10, 1998, respectively, a letter or letters stating that Buyer in good faith is seeking to satisfy the condition set forth in Section 10.03(a) would 8.4 or otherwise finance the transactions covered by this Agreement, the Final Closing Date shall be extended to November 30, 1998 and December 31, 1998, respectively. In no event shall the Final Closing Date be extended beyond December 31, 1998 without the prior written consent of the parties to this Agreement.. Notwithstanding the foregoing, a party shall not be satisfied and which shall not have been cured prior allowed to the earlier exercise any right of termination (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (dSections 10.1(d), (e) or (f) unless such party shall give first have given the other party written notice of the misrepresentation, noncompliance, nonperformance or nonsatisfaction and the other party shall not have cured same within 30 days, or (ii) pursuant to any provision of this Section 10.1 if (A) the event giving rise to such termination right shall be due to the other failure of such party to perform or observe in any material respect any of the covenants, agreements or conditions set forth herein to be performed or observed by such party, or (B) such party is then in material breach of this Agreement.

Grounds for Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing DateClosing: (a) 11.1.1 by the mutual written agreement of Albertson’s the Purchaser and Buyerthe Company; 11.1.2 by the Purchaser in the event of a breach of any representation, warranty, covenant or agreement of the Company contained herein shall have occurred that would cause the conditions set out in Sections 10.1 and 10.3 not to be satisfied and has not been cured within 5 days following notice of such breach by the Purchaser to the Shareholder Representative, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by the Purchaser; provided, however, that there will be no right to terminate if such breach was caused, in whole or in part, by a breach by the Purchaser. For greater certainty, any failure by the Company to satisfy any of the conditions of Closing contained in Section 10.3 will be deemed to be a material breach of a covenant and agreement of this Agreement by the Company provided that the cause of such failure by the Company to satisfy such condition was not the result, in whole or in part, of any breach of this Agreement by the Purchaser; 11.1.3 by the Company in the event of a breach of any representation, warranty, covenant or agreement of the Purchaser or Tilray contained herein, shall have occurred that would cause the conditions set out in Sections 10.1 and 10.2 not to be satisfied and has not been cured within 5 days following notice of such breach by the Shareholder Representative to the Purchaser, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by the Company; provided, however, that there will be no right to terminate if such breach was caused, in whole or in part, by a breach by the Company. For greater certainty, any failure by the Purchaser to satisfy any of the conditions of Closing contained in Section 10.2 will be deemed to be a material breach of a covenant and agreement of this Agreement by the Purchaser, provided that the cause of such failure the Purchaser to satisfy such condition was not the result, in whole or in part, of any breach of this Agreement by the Company; 11.1.4 by the Purchaser or the Company if any Governmental Authority will have issued a final and non-appealable order, decree or judgment permanently restraining, enjoining or otherwise prohibiting the completion of the Contemplated Transactions or any Governmental Authority (bincluding Health Canada) has refused to provide a consent or approval set out, or required by either Albertson’s the terms of this Agreement to be set out, in Section 5.3 of the Disclosure Schedule; or 11.1.5 provided that the NASDAQ has completed its review of the Contemplated Transactions, by the Purchaser or Buyer the Company if the Closing shall will not have been consummated occurred on or before September 22April 30, 2006 2019 (or such later date as may be agreed to in writing by the Purchaser and the Company) (the “Termination Outside Date”); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b) shall 11.1.5 will not be available to the party seeking any Party whose failure to terminate if fulfill any action obligation under, or breach of such party or the failure of such party to perform any of its obligations under provision of, this Agreement required to be performed at or prior to the Closing has will have been the cause of, or will have resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Outside Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s the Acquiror or Buyer the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the Closing shall not have been consummated on effect of, permanently restraining, enjoining or before September 22otherwise prohibiting the consummation of the transactions contemplated hereby; provided, 2006 (the “Termination Date”); provided however, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.1(b) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertsonthe Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s or Buyer if there obligations to perform its obligations hereunder, unless the occurrence of such event shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make due to the consummation failure of the transactions contemplated hereby illegal terminating Party to perform or otherwise prohibitedcomply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing; (d) by Albertson’s if Acquiree or the Acquiree Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholder, in which reference is made to this subsection) if, since the date of this Agreement, there shall have been a material breach of occurred any representation, warranty, covenant or agreement Material Adverse Effect on the part Acquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (e) by the Acquiree (by written notice of Buyer contained termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s or the Acquiror Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a9.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholder within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror’s or agreement on the part of any Seller Acquiror Principal Shareholder’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a9.3(b) would not be satisfied satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and which shall not have been cured prior adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to the earlier any alleged violation of, or non-compliance with, any applicable Law or any allegation of (i) 20 Business Days following notice of such breach and (ii) the Termination Datefraud or intentional misrepresentation); or (f) by Albertsonthe Acquiror and the Acquiror Principal Shareholder (by written notice of termination from the Acquiror to the Acquiree, the Parent and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement pursuant or as of a date subsequent to clauses 12.01(b)the date of this Agreement (as if made on such subsequent date) and such inaccuracy has not been cured by Acquiree or the Acquiree Shareholders within five (5) Business Days after its receipt of written notice thereof and remains uncured at the time notice of termination is given, (c), (d), (e) or (fii) any of the Acquiree’s or Acquiree Shareholder’s covenants contained in this Agreement shall give notice of such termination to the other partyhave been breached.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company, if Buyer has breached in any material respect any representation, warranty, covenant or other agreement contained in this Agreement which would give rise to the failure of a condition set forth in Article 8 to be satisfied, which breach has not been cured within 20 Business Days after the giving of written notice by the Company to Buyer specifying such breach; provided that the Company may terminate this Agreement pursuant to this Section 10.01(b) only if the Closing Company is not in breach in any material respect of any of its obligations hereunder; (c) by Buyer, if the Company has breached in any material respect any representation, warranty, covenant or other agreement made by it contained in this Agreement which would give rise to the failure of a condition set forth in Article 8 to be satisfied, which breach has not been cured within 20 Business Days after the giving of written notice by Buyer to the Company specifying such breach; provided that Buyer may terminate this Agreement pursuant to this Section 10.01(c) only if Buyer is not in breach in any material respect of any of its obligations hereunder; (d) by either the Company, the Holders’ Representative or Buyer, if the Merger shall not have been consummated on or before September 22January 31, 2006 2015 (or if such day is not a Business Day, the next Business Day) (the “Termination Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(d) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing Merger to occur on be consummated by such time; (e) by either the Company, the Holders’ Representative or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s Buyer if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) consummation of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; or (f) by Albertson’s or Buyer Buyer, if the Merger Holders’ Representative fails to deliver to the Company (with a copy to Buyer), within 24 hours following the execution and delivery of this Agreement is terminatedby all of the parties hereto, a copy of the executed Written Consent evidencing receipt of the Stockholders’ Approval. The party desiring to terminate this Agreement pursuant to clauses 12.01(b(b), (c), (d), (e) or (f) above shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer if written notice from any Party to the other Parties if: (i) the Closing shall has not have been consummated effected on or before September 22, 2006 (prior to the “close of business on the Termination Date”); provided provided, however, that the right to terminate this Agreement pursuant to this Section 12.01(b6.1(b)(i) shall not be available to the party seeking any Party whose failure to terminate if any action of such party or the failure of such party to perform fulfill any of its obligations under contained in this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur have occurred on or before prior to the Termination Date and such action or failure to perform constitutes a breach of this Agreementaforesaid date; provided, further, that if the right sole conditions to terminate Closing in Article V that remain unsatisfied (or unwaived) as of the aforesaid date are set forth in any of Sections 5.1(e) (Governmental Approvals), 5.1(f) (Governmental Consents), 5.1(i) (Contemplated Financing), 5.1(k) (Minimum Cash), 5.2(e) (Governmental Approvals), 5.2(f) (Governmental Consents), 5.2(i) (Contemplated Financing, 5.2(k) (Minimum Cash), 5.3(e) (Governmental Approvals), 5.3(i) (Contemplated Financing), or 5.3(k) (Minimum Cash), provided that a binding commitment in respect of the Contemplated Financing obtained by one or more Parties shall be in full force and effect with a term ending no earlier than February 29, 2008, then any Party may, in its sole discretion and upon written notice to the other Parties, extend the aforesaid date to a date no later than February 29, 2008 (and in such event, all references herein to the Termination Date shall be to such date as so extended); provided, further, that after such Termination Date (as so extended) any further extension of the term of this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) require the consent of the Merger Agreementeach Party; (cii) by either Albertson’s or Buyer if there any Applicable Law shall be any Law, regulation enacted or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction become applicable that would make the consummation of makes the transactions contemplated hereby or the consummation of any of the Closing illegal or otherwise prohibited; (diii) any judgment, injunction, order or decree enjoining any Party hereto from consummating the transactions contemplated hereby or the Closing is entered, and such judgment, injunction, order or decree shall become final and nonappealable; (iv) any other Party is in material breach or material default of any covenant contained herein or there are any inaccuracies or misrepresentations in another Party’s representations or warranties herein (disregarding any materiality or “Material Adverse Effect” qualifications contained in any such representation or warranty) which have had, or if not cured prior to the Closing Date would have, in the case of Intel, an Intel Material Adverse Effect, in the case of ST, an ST Material Adverse Effect, or in the case of FP, an FP Material Adverse Effect , as the case may be, and such breach or default, shall not be cured or waived within 20 Business Days after written notice is delivered by any of the non-breaching Parties specifying, in reasonable detail, such claimed material breach or default and demanding its cure or satisfaction; provided that if it is not reasonably practicable to cure such breach or default within 20 Business Days but such breaching Party is using its commercially reasonable efforts to promptly cure, then such Party shall have an additional 10 Business Days to cure the breach; (c) by Albertson’s written notice from ST to the other Parties as follows: (i) if there shall the conditions to the obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (No Violation), 5.1(e) (Governmental Approvals), 5.1(g) (No ST Material Adverse Effect) and 5.1(h) (Audited Financial Statements) hereof have been a material breach satisfied as of any representationDecember 15, warranty2007, covenant or agreement on the part of Buyer contained in this Agreement such that but the condition to the obligation of ST to close set forth in Section 10.03(a5.2(f) would (Governmental Consents) has not be been satisfied and which shall not have been cured prior as of such date; then ST may provide written notice of termination to the earlier of other Parties on December 15, 2007 provided that any such written notice from ST (i) 20 Business Days following notice of such breach shall not be effective until December 31, 2007 and (ii) the Termination Date;shall only become effective on December 31, 2007 if (eA) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition to the obligation of ST to close set forth in Section 10.02(a5.2(f) would (Governmental Consents) has not be been satisfied as of such date and which shall not (B) if the conditions to the obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (No Violation), 5.1(e) (Governmental Approvals), 5.1(g) (No ST Material Adverse Effect) and 5.1(h) (Audited Financial Statements) hereof have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and satisfied on December 31, 2007; (ii) if the Termination DateDate shall have been extended by any Party to February 29, 2008 in accordance with Section 6.1(b)(i), then ST and Intel shall meet prior to January 15, 2008 to discuss the next steps to be pursued by Intel, and unless ST shall have agreed in writing no later than January 15, 2008 to extend the Governmental Consents Termination Date to February 29, 2008, then ST may provide written notice of termination to the other Parties on January 15, 2008, provided that any such written notice from ST (A) shall not be effective until January 31, 2008 and (B) shall only become effective on January 31, 2008 if (1) the condition to the obligation of ST to close set forth in Section 5.2(f) (Governmental Consents) has not been satisfied as of such date and (2) if the conditions to the obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (No Violation), 5.1(e) (Governmental Approvals), 5.1(g) (No ST Material Adverse Effect) and 5.1(h) (Audited Financial Statements) hereof have been satisfied on January 31, 2008; or (fiii) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring Termination Date shall have been extended by any Party to terminate this Agreement pursuant February 29, 2008 in accordance with Section 6.1(b)(i) and the conditions to clauses 12.01(bthe obligations of Intel to close set forth in Sections 5.1(a) (Performance by ST), 5.1(c) (cNo Violation), 5.1(e) (dGovernmental Approvals), 5.1(g) (eNo ST Material Adverse Effect) or and 5.1(h) (fAudited Financial Statements) shall give hereof have been satisfied as of February 29, 2008, but the condition to the obligation of ST to close set forth in Section 5.2(f) (Governmental Consents) has not been satisfied as of such date, then ST may provide written notice of such termination to the other partyParties.

Grounds for Termination. This The Parties may terminate this Agreement may be terminated at any time prior to the Closing Dateas provided below: (a) the Parties may terminate this Agreement by mutual written agreement of Albertson’s and Buyerconsent; (b) the Purchaser may terminate this Agreement by either Albertson’s giving written notice to the Seller in the event the Seller is in breach of any representation, warranty or Buyer covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 8.2 not to be satisfied and (ii) is not cured within 20 days following delivery by the Purchaser to the Seller of written notice of such breach; (c) the Seller may terminate this Agreement by giving written notice to the Purchaser in the event the Purchaser is in breach of any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other such breach, would cause the conditions set forth in clauses (a) or (b) of Section 8.3 not to be satisfied and (ii) is not cured within 20 days following delivery by the Seller to the Purchaser of written notice of such breach; (d) the Purchaser may terminate this Agreement by giving written notice to the Seller if the Closing shall not have been consummated occurred on or before September 22March 15, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action by reason of such party or the failure of such party to perform any of its obligations condition precedent under this Agreement required to be performed at Section 8.1 or prior to the Closing has been the cause of, or resulted in, 8.3 (unless the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes results primarily from a breach of this Agreement; provided, further, that by the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach Purchaser of any representation, warranty, warranty or covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;Agreement); or (e) the Seller may terminate this Agreement by Buyer giving written notice to the Purchaser if there the Closing shall not have been occurred on or before March 15, 2006 by reason of the failure of any condition precedent under Section 8.1 or 8.2 (unless the failure results primarily from a material breach by the Seller of any representation, warranty, warranty or covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedAgreement). The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), b) through (e) or (f) shall give notice of such termination to the other partyparties.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (ai) by mutual written agreement of Albertson’s Seller and Buyer; (bii) by either Albertson’s Buyer at any time following the expiration of ten (10) days from the date that Buyer has given written notice to Seller of any one or Buyer if more material inaccuracies or material misrepresentations in or material breaches of the Closing representations or warranties made by Seller and Seller shall not have been consummated on or before September 22failed to cure such inaccuracies and breaches in all material respects in said ten (10) day period; PROVIDED, 2006 HOWEVER, that in the event that within said ten (the “Termination Date”); provided that the right 10) day period Seller has undertaken reasonable actions to terminate cure such inaccuracies and breaches and such actions are being diligently pursued by Seller, no termination under this Agreement pursuant to this Section 12.01(bclause (ii) shall not be available take effect unless Seller shall have failed to cure such inaccuracies and breaches in all material respects within forty-five (45) days after delivery of the party seeking original notice from Buyer; (iii) by Buyer at any time following the expiration of ten (10) days from the date that Buyer has given written notice to terminate if any action Seller of such party or the Seller's failure of such party to perform and satisfy in any material respect any of its Seller's obligations under this Agreement required and Seller shall have failed to be performed at or prior cure such failure in all material respects in said ten (10) day period; PROVIDED, HOWEVER, that in the event that within said ten (10) day period Seller has undertaken reasonable actions to the Closing has been the cause of, or resulted in, the cure such failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of actions are being diligently pursued by Seller, no termination under this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(bclause (iii) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU take effect unless Seller shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a failed to cure such failure in all material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other party.respects within

Grounds for Termination. This The CITY may terminate or revoke this Agreement may be terminated at and all rights and privileges herein provided, upon ninety (90) days prior notice, for any time prior to of the Closing Datefollowing reasons: (a) FRANCHISEE fails to make timely payments of the franchise fee as required under Article 2 of this Agreement and does not correct such failure within sixty (60) calendar days after written notice by mutual written agreement the CITY of Albertson’s and Buyersuch failure; (b) FRANCHISEE, by either Albertson’s act or Buyer if omission, materially violates a material duty herein set forth in any particular provision within FRANCHISEE's control, and with respect to which redress is not otherwise herein provided. In such event, the Closing CITY, acting by or through its CITY Council, may determine, after hearing, that such failure is of a material nature, and thereupon, after written notice giving FRANCHISEE notice of such determination; FRANCHISEE, within sixty (60) calendar days of such notice, shall not commence efforts to remedy the conditions identified in the notice and shall have been consummated on or before September 22ninety (90) calendar days from the date it receives notice to remedy the conditions. After the expiration of such 90-day period and failure to correct such conditions, 2006 (the “Termination Date”); provided that CITY may declare the right to terminate franchise forfeited and this Agreement pursuant to this Section 12.01(b) terminated, and thereupon, FRANCHISEE shall not be available to the party seeking to terminate if any action of such party have no further rights or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreementauthority hereunder; provided, however, that any such declaration of forfeiture and termination shall be subject to judicial review as provided by law, and provided further, that in the right to terminate this Agreement pursuant to this Section 12.01(b) shall event such failure is of such nature that it cannot be available to Albertson’s reasonably corrected within the 90-day time period provided above, the CITY shall provide additional time for the reasonable correction of such alleged failure if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) the reason for the noncompliance was not the intentional or negligent act or omission of the Merger Agreement;FRANCHISEE; or (c) by either Albertson’s FRANCHISEE becomes insolvent, unable or Buyer if there shall be any Lawunwilling to pay its debts, regulation is adjudged bankrupt, or nonappealable final order, decree all or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(aits facilities should be sold under an instrument to secure a debt and is not redeemed by FRANCHISEE within sixty (60) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partydays.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company and the Buyer; (b) by Buyer on the Closing Date if the conditions to Buyer's obligations to close shall not have been fulfilled, provided that Buyer is not in breach of its obligations hereunder; (c) by the Company on the Closing Date if the conditions to the Company's obligations to close shall not have been fulfilled, provided that the Company is not in breach of its obligations hereunder; (d) by either Albertson’s the Company or the Buyer if the Closing shall not have been consummated on or before September 22October 31, 2006 (the “Termination Date”)2003; provided that the right to terminate this Agreement pursuant to this Section 12.01(b) Company and the Buyer shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that each have the right to terminate this Agreement pursuant extend such date by up to this Section 12.01(b) shall not be available 30 days upon notice given to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementother party by October 31, 2003; (ce) by either Albertson’s the Company or the Buyer if there shall be any Law, law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment Order of any court or governmental body having competent jurisdiction that would make (other than the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination DateBankruptcy Court); or (f) by Albertson’s either the Company or the Buyer if the Merger Bankruptcy Court shall have issued an Order which has become final and nonappealable restricting or restraining in a material manner or enjoining or otherwise prohibiting or making illegal the effectuation of the transactions contemplated by this Agreement or by the Plan (including an Order denying confirmation of the Plan or confirming a plan of reorganization other than the Plan). (g) by Buyer or the Company if a competing bidder other than Buyer shall acquire the Shares or the assets of the Company under competitive bidding pursuant to the terms described in Section 7.01 of this Agreement; or (h) by the Buyer or the Company if the Plan is terminatednot approved by the Bankruptcy Court. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) this Section 11.01 shall give notice of such termination to the other partyparty hereto.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Syngenta Parties and BuyerDiversa; (b) by either Albertson’s the Syngenta Parties or Buyer Diversa if the Closing shall not have been consummated on or before September 22, 2006 the date that is six months after the date of this Agreement (the “Termination Outside Date”); provided that the right Outside Date shall be extended for a single additional period of time not to terminate this Agreement pursuant exceed four months if all other conditions to this Section 12.01(b) closing under Article 10 are satisfied or capable of then being satisfied and the sole reason that Closing has not occurred by the Outside Date is that the applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall not be available to the party seeking to terminate if any action of such party have expired or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur terminated on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementdate; (c) by either Albertson’s the Syngenta Parties or Buyer Diversa if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal would violate any final, nonappealable order, decree, injunction or otherwise prohibitedjudgment of any U.S. Governmental Body having competent jurisdiction; (d) by Albertson’s Diversa, if there the representations or warranties contained in Article 3 of this Agreement shall be inaccurate as of the date of this Agreement, or shall have been become inaccurate as of a material breach date subsequent to the date of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a10.02(a)(ii) would not be satisfied as of the time such representation and which warranty shall not have been cured prior to become inaccurate (assuming the earlier of (i) 20 Business Days following notice Closing Date were as of such breach time); provided, however, that if an inaccuracy in any representation or warranty contained in Article 3 is curable by the Syngenta Parties and (iithe Syngenta Parties are continuing to exercise reasonable efforts to cure such inaccuracy, then Diversa may not terminate this Agreement under this Section 12.01(d) the Termination Dateon account of such inaccuracy; (e) by Buyer the Syngenta Parties, if there the representations or warranties contained in Article 4 of this Agreement shall be inaccurate as of the date of this Agreement, or shall have been become inaccurate as of a material breach date subsequent to the date of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.02(a10.03(a)(ii) would not be satisfied as of the time such representation and which warranty shall not have been cured prior to become inaccurate (assuming the earlier of (i) 20 Business Days following notice Closing Date were as of such breach time); provided, however, that if an inaccuracy in any representation or warranty contained in Article 4 is curable by Diversa and (iiDiversa is continuing to exercise reasonable efforts to cure such inaccuracy, then the Syngenta Parties may not terminate this Agreement under this Section 12.01(e) the Termination Dateon account of such inaccuracy; or (f) if approval of the transactions contemplated hereby by AlbertsonDiversa’s stockholders is required by the Nasdaq Rules, then by either theSyngenta Parties or Buyer Diversa if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(bshall not have been approved and adopted at the Diversa Stockholder Meeting (orany adjournment thereof), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual the Sellers’ Representative upon written agreement of Albertson’s and Buyer; (b) by either Albertson’s or notice to the Buyer if the Closing shall not have been consummated on or before September 22occurred by July 31, 2006 2018 (the “Termination Outside Date”); provided ; (b) prior to the Closing, by the Buyer, if (i) there exists a breach of any representation or warranty of the Sellers or the Acquired Company contained in this Agreement such that the right closing condition set forth in Section 7.1(a) would not be satisfied or (ii) the Sellers or the Acquired Company shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Sellers or the Acquired Company, as applicable, such that the Closing condition set forth in Section 7.1(b) would not be satisfied; provided, however, that (x) the Buyer shall not be entitled to terminate this Agreement pursuant to this Section 12.01(b8.1(b) unless, in the case of (i) or (ii), such breach is not capable of being cured or such breach is capable of being cured but the Sellers or the Acquired Company, as applicable, have not cured such breach by the date that is ten (10) Business Days after the date that the Sellers receive written notice of such breach from the Buyer (or such lesser period remaining prior to the date that is one (1) day prior to the Outside Date); and (y) the Buyer shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right entitled to terminate this Agreement pursuant to this Section 12.01(b8.1(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) if, at the time of such termination, the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material is in breach of any representation, warranty, covenant or other agreement on contained herein in a manner such that the part conditions to Closing set forth in Section 7.2(a) or Section 7.2(b), as applicable, would not have been satisfied; (c) by the Sellers’ Representative, upon notice to the Buyer, if (i) there exists a breach of any representation or warranty of the Buyer contained in this Agreement such that the closing condition set forth in Section 10.03(a7.2(b) would not be satisfied and which satisfied, or (ii) the Buyer shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Buyer that the closing condition set forth in Section 7.2(b) would not be satisfied; provided that (A) the Sellers’ Representative shall not have been cured prior be entitled to terminate this Agreement pursuant to this Section 8.1(b) unless, in the earlier case of (i) 20 or (ii), the Buyer has not cured such breach by the date that is ten (10) Business Days following after the date that the Buyer receives written notice of such breach from the Sellers (or such lesser period remaining prior to the date that is one day prior to the Outside Date); and (iiB) the Termination Date; (eSellers shall not be entitled to terminate this Agreement pursuant to this Section 8.1(b) by Buyer if there shall have been a material if, at the time of such termination, the Sellers are in breach of any representation, warranty, covenant or other agreement on the part of any Seller contained herein in this Agreement a manner such that the condition conditions to Closing set forth in Section 10.02(a7.1(a) or Section 7.1(b), as applicable, would not be satisfied and which shall not have been cured prior satisfied; (d) by either the Buyer or the Sellers upon notice to the earlier of (i) 20 Business Days following notice of such breach and (ii) other Party if there shall be in effect a final, non-appealable Order or a Law prohibiting, enjoining, restricting or making illegal the Termination DateTransactions; orand (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice at any time by mutual written agreement of such termination to the other partyBuyer and the Sellers’ Representative.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Company, Newco and Buyer; (b) by either Albertson’s (i) the Company or (ii) Buyer or Newco, any of whom may act, if the Closing shall not have been consummated on or before September 2230, 2006 2011 (the “Termination Date”); provided that the . The right to terminate this Agreement pursuant to under this Section 12.01(b8.01(b) shall not be available to the any party seeking to terminate if any action of such party whose failure, or the failure of such party whose Affiliate’s failure, to perform any of its obligations covenant or obligation under this Agreement required to be performed at or prior to the Closing has been is the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementdelay; (c) by either Albertson’s (i) the Company or (ii) Buyer or Newco, any of whom may act, if there shall be any Law, law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (d) by Albertson’s if there shall have been a material the Company, provided the Company is not then in breach of any representationof its obligations hereunder, warranty, if either (i) Buyer or Newco fails to perform any covenant or agreement on the part of Buyer contained in this Agreement such that when performance thereof is due and does not cure the condition set forth in Section 10.03(afailure within ten (10) would not be satisfied and which shall not have been cured prior to days after the earlier of (i) 20 Business Days following Company delivers written notice of such breach and thereof, or (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the other condition set forth in Section 10.02(a) would 7.01 or Section 7.03 has not be been satisfied and which shall is not have been cured capable of being satisfied prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (fe) by Albertson’s Buyer or Newco, provided that neither Buyer nor Newco is then in breach of any of its obligations hereunder, if (i) the Merger Agreement is terminated. The party desiring Company fails to terminate perform any covenant in this Agreement when performance thereof is due and does not cure the failure within ten (10) days after Buyer or Newco delivers written notice thereof, (ii) any condition in Section 7.01 or Section 7.02 has not been satisfied and is not capable of being satisfied prior to the Termination Date, or (iii) the Company supplements or otherwise amends one or more of the Disclosure Schedules pursuant to clauses 12.01(b)Section 5.03 and, (c), (d), (e) or (f) shall give notice as a result of such termination to supplements and/or amendments, individually or in the other partyaggregate, there shall have occurred a Material Adverse Effect.

Grounds for Termination. This By notice given prior to at the Closing, this Agreement may be maybe terminated at any time prior to the Closing DateClosing: (a) by 14.1.1 By the mutual written agreement of Albertson’s Seller and Buyer; (b) by 14.1.2 By either Albertson’s Seller or Buyer if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure consummation of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be transactions contemplated herein would violate any Law, regulation or nonappealable final order, decree or judgment of any court governmental entity having appropriate jurisdiction enjoining or governmental body having competent jurisdiction that would make awarding damages in connection with the consummation of the transactions contemplated hereby illegal or otherwise prohibitedherein; (d) by Albertson’s if there shall have been a material breach of 14.1.3 By either Seller or Buyer pursuant to any representation, warranty, covenant or agreement on the part of Buyer rights to terminate hereunder; or 14.1.4 Notwithstanding anything contained in this Agreement to the contrary, by either party if Closing shall not have occurred by December 1, 2011, and such that party electing to terminate is not in default of any of its agreements or obligations under this Agreement, and has not caused the condition delay. (a) If (i) all conditions precedent to the obligations of Buyer set forth in Section 10.03(a) would not be satisfied Sections 13.2 and which shall not 13.3 have been cured prior to the earlier of (i) 20 Business Days following notice of such breach met and (ii) the Termination Date;transactions contemplated by this Agreement are not consummated on or before the Closing Date because of: (A) the failure of Buyer to perform any of its obligations hereunder or (B) the failure of any of Buyer’s representations and warranties hereunder to be true and correct in all material respects as of the Closing, then, in such event, Seller shall have, as Seller’s sole and exclusive remedy, the right to terminate this Agreement and retain the Deposit, together with all interest earned thereon, as liquidated damages, SELLER WAIVING ALL OTHER RIGHTS, REMEDIES AND DAMAGES THAT IT MAY HAVE IN SUCH EVENT. (eb) by Buyer if there shall have been a material breach If (i) all conditions precedent to the obligations of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied Sections 13.1 and which shall not 13.3 have been cured prior to the earlier of (i) 20 Business Days following notice of such breach met and (ii) the Termination Date; or transactions contemplated by this Agreement are not consummated on or before the Closing Date because of: (fA) the failure of Seller to perform any of its obligations hereunder or (B) the failure of any of Seller’s representations and warranties hereunder to be true and correct in all material respects as of the Closing, then, in such event, Buyer shall be entitled as its sole and exclusive remedies to either (x) seek all remedies arising in equity by Albertson’s reason of such default, including without limitation seeking specific performance of this Agreement, or (y) terminate this Agreement in which event Buyer if shall be entitled to receive a prompt refund of the Merger Agreement Deposit from the Escrow Agent. In the event Buyer elects to seek remedies arising in equity and is terminatedeither unsuccessful in obtaining a judgment therefor or elects to discontinue seeking equitable remedies. The party desiring Buyer shall be entitled to terminate this Agreement pursuant to clauses 12.01(band receive a prompt refund of the Deposit from the Escrow Agent. BUYER WAIVING ALL OTHER RIGHTS, REMEDIES AND DAMAGES THAT IT MAY HAVE IN SUCH EVENT. (c) If (i) this Agreement is terminated by the mutual written consent of Buyer and Seller, (ii) the Closing does not occur on or before the Closing Date for any reason other than those set forth in 14.1(a) or 14.1(b). or (iii) this Agreement is terminated for any reason other than those set forth in 14.1(a) or 14.1(b), (c), (d), (e) or (f) then Buyer shall give notice of such termination be entitled to the other partyreturn of, and the Escrow Agent shall immediately return to Buyer, the Deposit, plus any interest thereon, free of any claims by Seller. Buyer and Seller shall, in that event, have the rights and obligations set forth in Section 14.2.

Grounds for Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing Dateonly as provided below: (a) by mutual written agreement of Albertson’s the Company and Buyer; (b) by either Albertson’s the Company or Buyer if the Closing shall Merger has not have been consummated on or before September 22the Outside Date; provided, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b9.01(b) shall will not be available to the any party seeking hereto whose failure to terminate if fulfill any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Merger to be consummated by such time; (c) by either the Company or Buyer if consummation of the Merger would violate any non-appealable permanent injunction, final order, decree or judgment of any Governmental Authority having competent jurisdiction; (d) by Buyer if there has been a violation or breach by the Company of any covenant, representation or warranty contained in this Agreement that has prevented, or with the mere passage of time would prevent, the satisfaction of any condition to the obligations of Buyer at the Closing to occur on or before the Termination Date and such action violation or failure to perform constitutes a breach of this Agreementhas not been waived in writing by Buyer or cured by the Company within twenty (20) days after written notice thereof from Buyer; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b9.01(d) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have has been a material violation or breach by Buyer of any representationcovenant, warranty, covenant representation or agreement on the part of Buyer warranty contained in this Agreement such that which has prevented, or with the mere passage of time would prevent, the satisfaction of any condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier obligations of (i) 20 Business Days following notice of the Company at the Closing and such violation or breach and (ii) has not been waived in writing by the Termination DateCompany or cured by Buyer; (e) by Buyer the Company if there shall have has been a material violation or breach by Buyer of any representationcovenant, warranty, covenant representation or agreement on the part of any Seller warranty contained in this Agreement that has prevented, or with the mere passage of time would prevent, the satisfaction of any condition to the obligations of the Company at the Closing and such violation or breach has not been waived in writing by the Company or cured by Buyer within twenty (20) days after written notice thereof from the Company; provided, that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring right to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (fthis Section 9.01(e) shall give notice of such termination not be available to the other party.Company if there has been a material violation or breach by the Company of any covenant, representation or warranty contained in this Agreement which has prevented, or with the mere passage of time would prevent, the satisfaction of any condition to the obligations of Buyer at the

Grounds for Termination. This Agreement may be terminated at At any time prior to the Closing DateFirst Closing, this Agreement and the Contemplated Transaction may be terminated as follows: (a) by a. By mutual written agreement Consent of Albertson’s and Buyerthe Parties hereto, upon no liability by one Party to another; (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22b. By Buyer, 2006 (the “Termination Date”); provided that the right without liability to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party Eternal, Epoch or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofMajor Co-Sellers, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have has been a material breach misrepresentation or a material Breach of any representation, warranty, covenant or agreement on the part warranty by Eternal or Epoch of Buyer contained in this Agreement such that the condition its representations and warranties as set forth herein or as set forth in any schedules hereto; including a Breach by Eternal of its indemnification obligations when due in accordance with Section 10.03(a) would 8.1 with respect to any Loss related to any Taxes payable by Epoch, and Eternal have not be satisfied and which shall not have been cured prior to such Breach within the earlier of (i) 20 Business Days following notice of such breach and the First Closing Date, or (ii) the Termination Datedate which is ten (10) days after the date of receipt by Eternal of written notice of such Breach from Buyer; provided, however, that if the notice of a Breach is provided less than ten (10) days prior to the First Closing, the First Closing Date shall automatically be extended to the 11th date following Eternal’s receipt of the notice; (e) by Buyer c. By Eternal, without liability to Buyer, if there shall have has been a material breach misrepresentation or a material Breach of any representation, warranty, covenant or agreement on the part warranty by Buyer of any Seller contained in this Agreement such that the condition its representations and warranties as set forth herein or as set forth in Section 10.02(a) would any Schedule hereto, and Buyer has not be satisfied and which shall not have been cured prior to such Breach within the earlier of (i) 20 Business Days following notice the date of such breach and the First Closing, or (ii) the Termination Datedate which is ten (10) days after the date of receipt by Buyer of written notice of such Breach from Buyer; or (f) by Albertson’s d. By Eternal or Buyer by written notice, upon no payment by one Party to any other Party, if the Merger Agreement is terminatedFirst Closing has not taken place on or before June 30, 2009 (such date to be automatically extended until September 30, 2009 if the necessary, foreign investment approval, anti-trust approvals or any other Government Authorization have not been obtained by Buyer on or prior to such date), or such other date as the Parties may agree upon in writing due to the fault of neither Eternal nor Buyer (e.g., Buyer's good faith failure to obtain Government Authorization, Epoch's and Eternal’s good faith failure to satisfy the conditions of First Closing). The party desiring After the First Closing, in no event shall Buyer or Eternal have any right to rescind or terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination to the other partyAgreement.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s Seller or Buyer if the Closing shall not have been consummated on or before September 22, 2006 the date that is nine months following the date hereof (the “Termination End Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the any party seeking to terminate if whose breach of any action provision of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on or before the Termination Date and have occurred by such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreementtime; (c) by either Albertson’s Seller or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal would violate any nonappealable final order, decree, or otherwise prohibitedjudgment of any Governmental Authority having competent jurisdiction; (d) by Albertson’s Buyer if there shall have is any breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, such that the conditions specified in Section 10.02(a) and Section 10.02(b) would not be satisfied at the Closing, except that if such breach is curable by Seller, then Buyer may terminate this Agreement under this Section 12.01(d) only if such breach has not been a material cured by Seller prior to the earlier of (i) 30 calendar days after receipt by Seller of written notice from Buyer of such breach and (ii) the End Date; provided that Buyer is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 10.02(a) and Section 10.02(b) not to be satisfied; or (e) by Seller if there is any breach of any representation, warranty, covenant or agreement on the part of Buyer contained set forth in this Agreement Agreement, such that the condition conditions specified in Section 10.03(a) and Section 10.03(b) would not be satisfied at the Closing, except that if such breach is curable by Buyer, then Seller may terminate this Agreement under this Section 12.01(e) only if such breach has not been cured by Buyer prior to the earlier of (A) 30 calendar days after receipt by Buyer of written notice from Seller of such breach and (B) the End Date; provided that Seller is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 10.03(a) would and Section 10.03(b) not to be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedsatisfied. The party desiring to terminate this Agreement pursuant to clauses Section 12.01(b), (cSection 12.01(c), (d), (eSection 12.01(d) or (fSection 12.01(e) shall give notice of such termination to the other party.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by mutual the written agreement of Albertson’s Sigma, NextTrip and Buyerthe Parent; (b) by either Albertson’s or Buyer NextTrip and the Parent (by written notice of termination from NextTrip and the Parent to Sigma, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of NextTrip or the Parent to perform any material obligation to be performed by NextTrip or the Parent pursuant to this Agreement at or prior to the Closing; (c) by Sigma (by written notice of termination from Sigma to NextTrip and the Parent, in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Sigma to perform any material obligation required to be performed by Sigma pursuant to this Agreement at or prior to the Closing; (d) by Sigma or NextTrip (by written notice of termination from such Party to the other Party) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b10.1(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by Sigma, NextTrip or the Parent (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by NextTrip or the cause ofParent (by written notice of termination from NextTrip to Sigma, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of the Merger Agreementoccurred any Material Adverse Effect on Sigma, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to Sigma; (cg) by either Albertson’s or Buyer if Sigma (by written notice of termination from Sigma to NextTrip, in which reference is made to this subsection) if, (i) since the date of this Agreement, there shall have occurred any Material Adverse Effect on NextTrip, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to NextTrip; or (ii) the Subsequently Delivered NextTrip Disclosure Schedules disclose anything which (A) has, or could reasonably be expected to have, a Material Adverse Effect with respect to NextTrip, (B) results in any Lawrepresentation, regulation warranty or nonappealable final ordercovenant made herein by NextTrip or the Parent being materially incorrect or misleading at the time it was made, decree (C) departs materially, from any written or judgment oral disclosures relating to NextTrip or the Parent (or its financial statements, liabilities, agreements, litigation, assets, operations or prospects) which has been provided by NextTrip or the Parent, or their representatives, to Sigma or its representatives, prior to the date of any court this Agreement, or governmental body having competent jurisdiction that would make (D) materially affects the consummation ability of NextTrip or the Parent to complete the transactions contemplated hereby illegal or otherwise prohibitedherein and such has not been cured within the applicable Disclosure Schedule Cure Period; (dh) by AlbertsonNextTrip (by written notice of termination from NextTrip to Sigma, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Sigma’s if there representations and warranties shall have been a material breach materially inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a9.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to the earlier of by Sigma within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) the Termination Date; (e) by Buyer if there shall have been a material breach any of any representation, warranty, covenant or agreement on the part of any Seller Sigma’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a9.2(b) would not be satisfied; or (i) by Sigma (by written notice of termination from Sigma to NextTrip and the Parent, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of NextTrip’s or the Parent’s representations and warranties shall have been materially inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 9.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by NextTrip or the earlier of Parent within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given; or (ii) the Termination Date; or (f) by Albertsonany of NextTrip’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Parent’s covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 9.3(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and BuyerPurchaser; (b) by either Albertson’s Seller or Buyer Purchaser if the Closing shall has not have been consummated on or before September 22December 31, 2006 2007 (the “Termination Date”); provided provided, however, that the right to terminate this Agreement pursuant to this Section 12.01(b10.01(b) shall will not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the proximate cause of, or resulted in, of the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be Seller in the event that Purchaser has materially breached any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any applicable representation, warranty, or covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a9.03(a) or (b) would not be satisfied satisfied, and which shall has not have been cured cured, if capable of being cured, prior to the earlier of (i) 20 Business Days following thirty (30) days after the notice of such breach and (ii) the Termination Date; (ed) by Buyer if there shall have been a material breach of Purchaser in the event that (1) Seller has materially breached any applicable representation, warranty, or covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a9.02(a) or (b) would not be satisfied satisfied, and which shall has not have been cured cured, if capable of being cured, prior to the earlier of (i) 20 Business Days following thirty (30) days after the notice of such breach and (ii) the Termination Date; or or (f2) by Albertson’s a change, event or Buyer if development (or series of changes, events, or developments) has occurred that, individually or in the Merger Agreement is terminatedaggregate, has had or would be reasonably likely to have a Material Adverse Effect. The party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 10.01(b), (c), (d), (e) or (f) shall will give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement consent of Albertson’s and Buyerall of the parties hereto; (b) by either Albertson’s any of the parties hereto (i) thirty (30) days after the date on which any request or Buyer if application for a Regulatory Approval necessary for the Closing consummation of the transactions contemplated hereby and listed on Schedule 7.1(b) hereto (the "Required Regulatory Approvals") shall not have been consummated on denied, unless within the thirty (30) day period following such denial a petition for rehearing or before September 22an amended application has been filed with the applicable Governmental Authority; provided, 2006 (the “Termination Date”); provided however, that no party hereto shall have the right to terminate this Agreement pursuant to this Section 12.01(b7.1(b) if such denial shall not be available due to the failure of the party seeking to terminate if this Agreement to perform or observe in any action material respect the covenants and agreements of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofset forth herein, or resulted in, the failure of the Closing to occur on (ii) if any federal or before the Termination Date and such action state banking or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU other Governmental Authority shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable issued a final permanent order, decree injunction or judgment of any court other legal restraint or governmental body having competent jurisdiction that would make prohibition preventing the consummation of the transactions contemplated hereby illegal and the time for appeal or petition for reconsideration of such order, injunction, restraint or prohibition shall have expired without such appeal or petition being granted or such order, injunction, restraint or prohibition shall otherwise prohibitedhave become final and non-appealable; (dc) by Albertson’s any of the parties hereto (but only if there shall have been a the terminating party is not then in material breach of any representation, warranty, covenant or other agreement on contained herein or in any of the part other Related Agreements) in the event of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach by any other party hereto of any representation, warranty, covenant or other agreement on contained herein or in any of the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(aother Related Agreements, which breach is not cured after thirty (30) would not be satisfied and which shall not have been cured prior days' written notice thereof is given to the earlier of (i) 20 Business Days following notice of party committing such breach and (ii) the Termination Datebreach; or (fd) by Albertson’s or Buyer any of the parties hereto if the Merger Agreement is terminated. The Closing shall not have occurred on or prior to December 31, 1997, unless the failure of the Closing to occur by such date shall be due to the failure of the party desiring seeking to terminate this Agreement pursuant hereunder to clauses 12.01(b), (c), (d), (e) perform or (f) shall give notice observe in any material respect the covenants and agreements of such termination to the party set forth in this Agreement or in any other partyRelated Agreements.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Dateterminated: (a) by mutual either Buyer (upon written agreement of Albertson’s and notice from Buyer to the Company) or the Company (upon written notice from the Company to Buyer; (b) by either Albertson’s or Buyer if the Closing shall not have been consummated on or before September 22, 2006 occurred within 12 months after the date of this Agreement (the “Termination Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the terminating Party shall only be entitled to exercise such right to terminate this Agreement pursuant to this Section 12.01(b) shall of termination if the terminating Party is not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material then in breach of any representation, warranty, covenant or other agreement on the part of Buyer contained in this Agreement such that the conditions to Closing set forth in Article VI, as applicable, would not have been satisfied; provided, further, that, in addition to the extension rights set forth in Section 7.1(b) and Section 7.1(c), if any of the conditions set forth in Section 6.2(d) (solely in respect of matters related to Antitrust Law), Section 6.3(a), or Section 6.3(b) (solely in respect of matters related to Antitrust Law) are not satisfied as of such date, but all of the other conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), either Buyer (upon written notice from Buyer to the Company) or the Company (upon written notice from the Company to Buyer) may elect to extend the Outside Date by up to three months; (b) by Buyer (upon written notice from Buyer to the Company) if (i) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the Closing condition set forth in Section 10.03(a6.1(a) would not be satisfied and which or (ii) the Company shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Company such that the Closing condition set forth in Section 6.1(b) would not be satisfied; provided, that (A) Buyer shall not have been cured prior be entitled to terminate this Agreement pursuant to this Section 7.1(b) unless, in the earlier case of the immediately preceding clauses (i) 20 Business Days following or (ii), such breach is curable and is not cured by the Company within 30 days after the Company receives written notice of such breach from Buyer; provided, further, that the Company may elect by written notice to Buyer to extend the Outside Date if and as required in order for the Company to have a full 30 days after receipt of written notice of such breach from Buyer within which to cure such breach; and (iiB) Buyer shall not be entitled to terminate this Agreement pursuant to this Section 7.1(b) if, at the Termination Date; (e) by time of such termination, Buyer if there shall have been a material is in breach of any representation, warranty, covenant or other agreement on contained in this Agreement in a manner such that the part conditions to Closing set forth in Section 6.2(a) or Section 6.2(b), as applicable, would not have been satisfied; (c) by the Company (upon written notice from the Company to Buyer) if (i) there exists a breach of any Seller representation or warranty of Buyer or Merger Sub contained in this Agreement such that the Closing condition set forth in Section 10.02(a6.2(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and or (ii) Buyer or Merger Sub shall have breached any of the Termination Datecovenants or agreements contained in this Agreement to be complied with by Buyer or Merger Sub such that the Closing condition set forth in Section 6.2(b) would not be satisfied; or provided, that (fA) by Albertson’s or Buyer if the Merger Agreement is terminated. The party desiring Company shall not be entitled to terminate this Agreement pursuant to this Section 7.1(c) unless, in the case of the immediately preceding clauses 12.01(b(i) or (ii), such breach is curable and is not cured by Buyer or Merger Sub, as applicable, within 30 days after Buyer receives written notice of such breach from the Company; provided, further, that Buyer may elect by written notice to the Company to extend the Outside Date if and as required in order for Buyer to have a full 30 days after receipt of written notice of such breach from the Company within which to cure such breach; and (cB) the Company shall not be entitled to terminate this Agreement pursuant to this Section 7.1(c) if, at the time of such termination, the Company is in breach of any representation, warranty, covenant or other agreement contained in this Agreement in a manner such that the conditions to Closing set forth in Section 6.1(a) or Section 6.1(b), as applicable, would not have been satisfied; (d)) by either Buyer (upon written notice from Buyer to the Company) or by the Company (upon written notice from the Company to Buyer) if there shall be in effect a final, non-appealable Order prohibiting, enjoining, restricting or making illegal the consummation of the Transactions; or (e) or (f) shall give notice of such termination at any time prior to the other partyClosing by mutual written agreement of Buyer and the Company.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Acquiree and the Acquiree Ultimate Shareholders (by written notice of termination from Acquiree and the Acquiree Ultimate Shareholders to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree, the Parent or the Acquiree Ultimate Shareholders to perform any material obligation to be performed by Acquiree, the Parent or the Acquiree Ultimate Shareholders pursuant to this Agreement at or prior to the Closing; (c) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree, the Parent and the Acquiree Ultimate Shareholders, in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of the Acquiror Principal Shareholder to perform any material obligation required to be performed by any such Acquiror Principal Shareholder pursuant to this Agreement at or prior to the Closing; (d) by the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b12.3(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by the Acquiror, Acquiree or the Acquiree Ultimate Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Acquiree or the cause ofAcquiree Ultimate Shareholders (by written notice of termination from Acquiree to the Acquiror Principal Shareholder, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of occurred any Material Adverse Effect on the Merger AgreementAcquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (cg) by either Albertsonthe Acquiree (by written notice of termination from the Acquiree to the Acquiror and the Acquiror Principal Shareholder, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by AlbertsonAcquiror Shareholder’s if there representations and warranties shall have been a material breach inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a11.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiror or the earlier of Acquiror Principal Shareholder within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant Acquiror’s or agreement on the part of any Seller Acquiror Principal Shareholder’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a11.3(b) would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional misrepresentation); or (h) by the Acquiror and the Acquiror Principal Shareholder (by written notice of termination from the Acquiror to the Acquiree, the Parent and the Acquiree Ultimate Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree’s or the Acquiree Ultimate Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 11.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiree or the earlier of Acquiree Ultimate Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, or (ii) any of the Termination Date; or (f) by AlbertsonAcquiree’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Ultimate Shareholder’s covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 11.2(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This The City may terminate or revoke this Agreement may be terminated at and all rights and privileges herein provided for any time prior to of the Closing Datefollowing reasons: a. The Provider fails to make timely payments of the Franchise Fee as required under Article II of this Agreement and does not correct such failure within sixty (a60) calendar days after written notice by mutual written agreement the City of Albertson’s and Buyersuch failure; b. The Provider, by act or omission, materially violates a material duty herein set forth in any particular within the Provider' s control, and with respect to which redress is not otherwise herein provided. In such event, the City, acting by or through its City Council, may determine, after a hearing, that such failure is of a material nature, and thereupon, after written notice giving the Provider notice of such determination, the Provider, within sixty (b60) by either Albertson’s or Buyer if calendar days of such notice, shall commence efforts to remedy the Closing conditions identified in the notice and shall not have been consummated on or before September 22ninety (90) calendar days from the date it receives notice to remedy the conditions. After the expiration of such ninety (90) day period and failure to correct such conditions, 2006 (the “Termination Date”); provided that City may declare the right to terminate franchise forfeited and this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause ofterminated, or resulted inand thereupon, the failure of the Closing to occur on Provider shall have no further rights or before the Termination Date and such action or failure to perform constitutes a breach of this Agreementauthority hereunder; provided, however, that any such declaration of forfeiture and termination shall be subject to judicial review as provided by law, and provided further, that in the right to terminate this Agreement pursuant to this Section 12.01(b) shall event such failure is of such nature that it cannot be available to Albertson’s reasonably corrected within the ninety (90) day time period provided above, the City shall provide additional time for the reasonable correction of such alleged failure if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) the reason for the non-compliance was not the intentional or negligent act or omission of the Merger AgreementProvider; (c) by either Albertson’s c. The Provider becomes insolvent, unable or Buyer if there shall be any Law, regulation unwilling to pay its debts; is adjudged bankrupt; or nonappealable final order, decree all or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that its facilities should be should under an instrument to secure a debt and is not redeemed by the condition set forth in Section 10.03(aProvider within sixty (60) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datecalendar days; or (f) by Albertson’s d. In furtherance of the Provider' s policy or Buyer if through acts or omissions done within the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b)scope and course of employment, (c), (d), (e) a director or (f) shall give notice officer of such termination the Provider knowingly engages in conductor makes a material misrepresentation with or to the other partyCity that is fraudulent or in violation of a felony criminal statute of the State of Utah.

Grounds for Termination. (a) This Agreement may be terminated at any time prior to the Closing DateClosing: (ai) by mutual written agreement of Albertson’s and Buyerthe Parties; (bii) by either Albertson’s or Buyer the Sellers if the Closing shall not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure as of the Closing to occur close of business on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger AgreementExpiration Date; (ciii) by the Purchaser if the Closing shall not have been consummated as of the close of business on June 30, 2011; (iv) by either Albertson’s the Sellers or Buyer the Purchaser if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedjurisdiction; (dv) by Albertson’s the Purchaser if there shall the Sellers or the Company have been a material breach of breached any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition conditions set forth in Section 10.03(a8.2(a) or (b) would not be satisfied and which shall not have been cured prior to as of the earlier of (i) 20 Business Days following notice time of such breach or as of the time such representation or warranty shall have become untrue, and such breach has not been cured (iiif capable of being cured) within thirty (30) days after receipt by the Termination DateSellers from the Purchaser (unless the failure results primarily from the Purchaser itself breaching any representation, warranty, or covenant contained in this Agreement); (evi) by Buyer the Sellers if there shall have been a material breach of the Purchaser has breached any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition conditions set forth in Section 10.02(a8.3(a) or (b) would not be satisfied and which shall not have been cured prior to as of the earlier of (i) 20 Business Days following notice time of such breach or as of the time such representation or warranty shall have become untrue, and such breach has not been cured (iiif capable of being cured) within thirty (30) days after receipt by the Termination DatePurchaser from the Sellers (unless the failure results primarily from the Sellers themselves breaching any representation, warranty, or covenant contained in this Agreement); or (fvii) by Albertson’s or Buyer if the Merger Agreement is terminated. Purchaser pursuant to Section 7.10(a). (b) The party Party desiring to terminate this Agreement pursuant to clauses 12.01(bSection 11.1(a)(ii), (ciii), (div), (ev) or (fvi) shall give written notice of such termination to the other partyParties.

Grounds for Termination. This Agreement may be terminated at any time ----------------------- (except with respect to clauses (h), (i), (j) and (k) which contain certain time limitations) prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyerall of the parties hereto; (b) by either Albertson’s Buyer after written notice to Seller of any one or Buyer more misrepresentations in or breaches of the representations or warranties made by Seller contained herein that, if not cured on or prior to the Closing Date, could be reasonably expected to give Buyer grounds not to close under Section 8.01 when taken into account with all other uncured misrepresentations in or breaches of such representations or warranties as to which Buyer shall not have been consummated on or before September 22, 2006 given notice to Seller as provided in this paragraph (the “Termination Date”b); provided that the right to terminate this Agreement . A termination pursuant to this Section 12.01(bparagraph (b) shall become effective (i) fifteen (15) days after such notice with respect to such a misrepresentation or breach that is not be available capable of being cured on or prior to the party seeking Closing Date, or (ii) immediately prior to terminate if any action the Closing with respect to such a misrepresentation or breach that is capable of such party being cured, but is not cured, on or prior to the Closing Date; (c) by Buyer after written notice to Seller of the failure of such party by Seller or any Entertainment Company to perform and satisfy any of its obligations under this Agreement required to be performed at and satisfied by Seller or such Entertainment Company on or prior to the Closing has been Date, if the cause of, or resulted in, the failure aggregate of the Closing to occur on or before the Termination Date and all such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement failures shall be material. A termination pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; paragraph (c) by either Albertson’s shall become effective (i) fifteen (15) days after such notice with respect to such a failure that is not capable of being cured on or Buyer if there shall be any Lawprior to the Closing Date, regulation or nonappealable final order(ii) immediately prior to the Closing with respect to such a failure that is capable of being cured, decree but is not cured, on or judgment of any court or governmental body having competent jurisdiction that would make prior to the consummation of the transactions contemplated hereby illegal or otherwise prohibitedClosing Date; (d) by Albertson’s if there shall have been a material breach Seller after written notice to Buyer of any representationone or more misrepresentations in or breaches of the representations or warranties made by Buyer herein which, warranty, covenant if not cured on or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier Closing Date, could be reasonably expected to give Seller grounds not to close under Section 8.02 when taken into account with all other uncured misrepresentations in or breaches of such representations or warranties as to which Seller shall have given notice to Buyer as provided in this clause (d). A termination pursuant to this paragraph (d) shall become effective (i) 20 Business Days following fifteen (15) days after such notice with respect to such a misrepresentation or breach that is not capable of such breach and being cured on or prior to the Closing Date, or (ii) immediately prior to the Termination Closing with respect to such a misrepresentation or breach that is capable of being cured, but is not cured, on or prior to the Closing Date; (e) by Seller after written notice to Buyer if there shall have been a material breach of Buyer's failure to perform and satisfy any representation, warranty, covenant or agreement on the part of any Seller contained in its obligations under this Agreement such that the condition set forth in Section 10.02(a) would not required to be performed and satisfied and which shall not have been cured by Buyer on or prior to the earlier Closing Date, if the aggregate of all such failures shall be material. A termination pursuant to this paragraph (e) shall become effective (i) 20 Business Days following fifteen (15) days after such notice with respect to such a failure that is not capable of such breach and being cured on or prior to the Closing Date, or (ii) immediately prior to the Termination Closing with respect to such a failure that is capable of being cured, but is not cured, on or prior to the Closing Date; or; (f) by Albertson’s Buyer or Buyer by Seller, if the Merger Closing shall not have been consummated by September 30, 1997; provided, however, that neither Buyer nor -------- ------- Seller may terminate this Agreement pursuant to this clause (f) if the Closing shall not have been consummated within such time period by reason of the failure of such party or any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement; (g) by any party hereto if any Federal, state or foreign law or regulation thereunder shall hereafter be enacted or become applicable that makes the transactions contemplated hereby or the consummation of the Closing illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining either party hereto from consummating the transactions contemplated hereby is terminatedentered, and such judgment, injunction, order or decree shall become final and nonappealable; (h) by Buyer by written notice delivered to Seller at any time prior to 5:00 p.m. (Los Angeles time) on May 9, 1997, if at any time prior to such time Buyer discovers any fact, occurrence or circumstance relating to any Entertainment Company not known to Buyer on or before the date of this Agreement that is materially adverse to the assets, liabilities, business, operations or financial condition of the Entertainment Companies taken as a whole. (i) by Buyer or Seller if Seller shall have convened a meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby and at such meeting shall have failed to obtain in writing all consents and approvals of its stockholders required to be obtained by Seller by virtue of the execution and delivery of this Agreement or the transactions contemplated hereby under its Certificate of Incorporation, its Bylaws or Applicable Law. (j) by Seller at any time after submission of this Agreement and the transactions contemplated herein by the stockholders of Seller in accordance with Applicable Law, if (i) Seller's financial advisors shall have withdrawn (either before or after such meeting) their opinion to the effect that the Purchase Price is fair to Seller's stockholders from a financial point of view or (ii) Seller's Board of Directors shall have withdrawn, modified or amended in any material respect its approval or recommendation of this Agreement or the transactions contemplated hereby and Seller receives a legal opinion of Delaware counsel that is reasonably acceptable to Buyer to the effect that submission of this Agreement and the transactions contemplated hereby would be unlawful under Delaware law. (k) by Seller at any time prior to the approval of this Agreement and the transactions contemplated herein by the stockholders of Seller in accordance with Applicable Law, if Seller's Board of Directors determines in good faith, on the basis of the advice of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or other outside counsel of comparable stature, that the approval and adoption of this Agreement and the transactions contemplated hereby would be inconsistent with the compliance by the Board of Directors with its fiduciary duties to stockholders under Applicable Law. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), b) through (d), (e) or (fk) shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s Seller and Buyer; (b) by either Albertson’s or Buyer if either (A) the Closing shall has not occurred within ten (10) Business Days following the first date on which all conditions to closing contained in Article VI have been consummated satisfied or complied with (and such conditions remain satisfied for the entirety of such 10-Business Day period) or, if not all conditions have been satisfied or complied with, all such conditions in Sections 6.01 and 6.02 that have not been so satisfied or complied with have been waived by Seller or (B) the Closing has not occurred on or before September 22November 1, 2006 2012 unless the failure to close is as a result of (x) any misrepresentation or breach on the “Termination Date”); provided that the right part of Buyer with respect to terminate this Agreement pursuant to this Section 12.01(bany condition or any warranty, representation or agreement contained herein or (y) shall not be available to the party seeking to terminate if any action of such party or the failure of such party Buyer to perform any of its obligations under this Agreement required utilize commercially reasonable efforts to satisfy or cause to be performed at or prior satisfied any condition to the Closing has been obligations of Seller and the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right Members under Section 8.1(c) of the Merger Agreement6.01 or 6.02; (c) by Seller if either Albertson(A) the Closing has not occurred within ten (10) Business Days following the first date on which all conditions to closing contained in Article VI have been satisfied or complied with (and such conditions remain satisfied for the entirety of such 10-Business Day period) or, if not all conditions have been satisfied or complied with, all such conditions in Sections 6.01 and 6.03 that have not been so satisfied or complied with have been waived by Buyer or (B) the Closing has not occurred on or before November 1, 2012 unless the failure to close is as a result of (x) any misrepresentation or breach on the part of Seller or the Members with respect to any condition or any warranty, representation or agreement contained herein; or (y) the failure of Seller or the Members to utilize commercially reasonable efforts to satisfy or cause to be satisfied any condition to Buyer’s obligations under Section 6.01 or 6.03; (d) by either Seller or Buyer if there shall be consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Datejurisdiction; (e) by Buyer Seller if there shall have has been a material any misrepresentation or breach of any representationof, warranty, covenant or agreement failure to satisfy timely on the part of Buyer any Seller condition or any warranty, representation or agreement contained in this Agreement herein, if such that the condition set forth in Section 10.02(a) would breach or failure is not be satisfied and which shall not have been cured prior to the earlier of (i) 20 within five Business Days following of receipt of written notice of such breach and (ii) the Termination Datethereof from Seller; or (f) by Albertson’s or Buyer if there has been any misrepresentation or breach of, or failure to satisfy timely on the Merger Agreement part of Seller or the Members any condition or any material warranty, representation or agreement contained herein, if such breach or failure is terminatednot cured within five Business Days of receipt of written notice thereof from Buyer. The party desiring to terminate this Agreement pursuant to clauses 12.01(b(ii), (ciii), (div), (ev) or (fvi) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated at any time (except with respect to clauses (h), (i), (j) and (k) which contain certain time limitations) prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s and Buyerall of the parties hereto; (b) by either Albertson’s Buyer after written notice to Seller of any one or Buyer more misrepresentations in or breaches of the representations or warranties made by Seller contained herein that, if not cured on or prior to the Closing Date, could be reasonably expected to give Buyer grounds not to close under Section 8.01 when taken into account with all other uncured misrepresentations in or breaches of such representations or warranties as to which Buyer shall not have been consummated on or before September 22, 2006 given notice to Seller as provided in this paragraph (the “Termination Date”b); provided that the right to terminate this Agreement . A termination pursuant to this Section 12.01(bparagraph (b) shall become effective (i) fifteen (15) days after such notice with respect to such a misrepresentation or breach that is not be available capable of being cured on or prior to the party seeking Closing Date, or (ii) immediately prior to terminate if any action the Closing with respect to such a misrepresentation or breach that is capable of such party being cured, but is not cured, on or prior to the Closing Date; (c) by Buyer after written notice to Seller of the failure of such party by Seller or any Entertainment Company to perform and satisfy any of its obligations under this Agreement required to be performed at and satisfied by Seller or such Entertainment Company on or prior to the Closing has been Date, if the cause of, or resulted in, the failure aggregate of the Closing to occur on or before the Termination Date and all such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to terminate this Agreement failures shall be material. A termination pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement; paragraph (c) by either Albertson’s shall become effective (i) fifteen (15) days after such notice with respect to such a failure that is not capable of being cured on or Buyer if there shall be any Lawprior to the Closing Date, regulation or nonappealable final order(ii) immediately prior to the Closing with respect to such a failure that is capable of being cured, decree but is not cured, on or judgment of any court or governmental body having competent jurisdiction that would make prior to the consummation of the transactions contemplated hereby illegal or otherwise prohibitedClosing Date; (d) by Albertson’s if there shall have been a material breach Seller after written notice to Buyer of any representationone or more misrepresentations in or breaches of the representations or warranties made by Buyer herein which, warranty, covenant if not cured on or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier Closing Date, could be reasonably expected to give Seller grounds not to close under Section 8.02 when taken into account with all other uncured misrepresentations in or breaches of such representations or warranties as to which Seller shall have given notice to Buyer as provided in this clause (d). A termination pursuant to this paragraph (d) shall become effective (i) 20 Business Days following fifteen (15) days after such notice with respect to such a misrepresentation or breach that is not capable of such breach and being cured on or prior to the Closing Date, or (ii) immediately prior to the Termination Closing with respect to such a misrepresentation or breach that is capable of being cured, but is not cured, on or prior to the Closing Date; (e) by Seller after written notice to Buyer if there shall have been a material breach of Buyer's failure to perform and satisfy any representation, warranty, covenant or agreement on the part of any Seller contained in its obligations under this Agreement such that the condition set forth in Section 10.02(a) would not required to be performed and satisfied and which shall not have been cured by Buyer on or prior to the earlier Closing Date, if the aggregate of all such failures shall be material. A termination pursuant to this paragraph (e) shall become effective (i) 20 Business Days following fifteen (15) days after such notice with respect to such a failure that is not capable of such breach and being cured on or prior to the Closing Date, or (ii) immediately prior to the Termination Closing with respect to such a failure that is capable of being cured, but is not cured, on or prior to the Closing Date; or; (f) by Albertson’s Buyer or Buyer by Seller, if the Merger Closing shall not have been consummated by September 30, 1997; provided, however, that neither Buyer nor Seller may terminate this Agreement pursuant to this clause (f) if the Closing shall not have been consummated within such time period by reason of the failure of such party or any of its Affiliates to perform in all material respects any of its or their respective covenants or agreements contained in this Agreement; (g) by any party hereto if any Federal, state or foreign law or regulation thereunder shall hereafter be enacted or become applicable that makes the transactions contemplated hereby or the consummation of the Closing illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining either party hereto from consummating the transactions contemplated hereby is terminatedentered, and such judgment, injunction, order or decree shall become final and nonappealable; (h) by Buyer by written notice delivered to Seller at any time prior to 5:00 p.m. (Los Angeles time) on May 9, 1997, if at any time prior to such time Buyer discovers any fact, occurrence or circumstance relating to any Entertainment Company not known to Buyer on or before the date of this Agreement that is materially adverse to the assets, liabilities, business, operations or financial condition of the Entertainment Companies taken as a whole. (i) by Buyer or Seller if Seller shall have convened a meeting of its stockholders to vote upon this Agreement and the transactions contemplated hereby and at such meeting shall have failed to obtain in writing all consents and approvals of its stockholders required to be obtained by Seller by virtue of the execution and delivery of this Agreement or the transactions contemplated hereby under its Certificate of Incorporation, its Bylaws or Applicable Law. (j) by Seller at any time after submission of this Agreement and the transactions contemplated herein by the stockholders of Seller in accordance with Applicable Law, if (i) Seller's financial advisors shall have withdrawn (either before or after such meeting) their opinion to the effect that the Purchase Price is fair to Seller's stockholders from a financial point of view or (ii) Seller's Board of Directors shall have withdrawn, modified or amended in any material respect its approval or recommendation of this Agreement or the transactions contemplated hereby and Seller receives a legal opinion of Delaware counsel that is reasonably acceptable to Buyer to the effect that submission of this Agreement and the transactions contemplated hereby would be unlawful under Delaware law. (k) by Seller at any time prior to the approval of this Agreement and the transactions contemplated herein by the stockholders of Seller in accordance with Applicable Law, if Seller's Board of Directors determines in good faith, on the basis of the advice of Paul, ▇▇iss, Rifkind, Whar▇▇▇ & ▇arr▇▇▇▇ ▇▇ other outside counsel of comparable stature, that the approval and adoption of this Agreement and the transactions contemplated hereby would be inconsistent with the compliance by the Board of Directors with its fiduciary duties to stockholders under Applicable Law. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), b) through (d), (e) or (fk) shall give written notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing Date:(notwithstanding any approval of this Agreement by the Stockholders of the Company): (a) by mutual written agreement of Albertson’s the Company and BuyerParent; (b) by either Albertson’s the Company or Buyer if Parent, if: (i) the Closing shall not have been consummated on or before September 22February 15, 2006 2025 (such date, the “Termination End Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(b‎12.01(b) shall not be available to Parent, if Parent’s or Merger Sub’s, or to the party seeking to terminate Company, if any action of such party the Equityholder Representative’s or the failure Company’s, breach of such party to perform any provision of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, results in the failure of the Closing to occur on or before the Termination Date and by such action or failure to perform constitutes a breach of this Agreementdate; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) of the Merger Agreement;or (cii) by either Albertson’s or Buyer if there shall be any LawApplicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or enjoins the Company or Parent from consummating the transactions contemplated hereby, regulation or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body Governmental Authority having competent jurisdiction jurisdiction; (c) by the Company if there has been a misrepresentation, breach of warranty or breach of covenant or other agreement set forth in this Agreement by Parent or Merger Sub that would make cause the consummation conditions set forth in ‎Section 9.03(a) or ‎Section 9.03(b) not to be satisfied, and either (A) Parent is not using its commercially reasonable efforts to cure such misrepresentation or breach as promptly as reasonably practicable or (B) such condition is incapable of being satisfied by the transactions contemplated hereby illegal or otherwise prohibited;End Date; and (d) by Albertson’s Parent if: (i) there has been a misrepresentation, breach of warranty or breach of covenant or other agreement set forth in this Agreement by the Company that would cause the conditions set forth in ‎Section 9.02(a), ‎Section 9.02(b) or ‎Section 9.02(c) to not be satisfied, and either (A) the Company is not using its reasonable best efforts to cure such misrepresentation or breach as promptly as reasonably practicable or (B) such condition is incapable of being satisfied by the End Date; (ii) there shall have been an intentional and material breach of ‎Section 5.07; (iii) if there shall have been occurred a material breach of any representation, warranty, covenant or agreement on Company Material Adverse Effect; or (iv) if the part of Buyer contained in this Agreement such that executed Written Consent by the condition set forth in Section 10.03(a) would not be satisfied and which Required Stockholders shall not have been cured prior to obtained within twenty-four (24) hours of the earlier execution and delivery of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedAgreement. The party desiring to terminate this Agreement pursuant to clauses 12.01(bthis ‎Section 12.01 (other than pursuant to ‎Section 12.01(a), (c), (d), (e) or (f) shall give notice of such termination to the other party.

Grounds for Termination. This Agreement may be terminated after the SPA Effective Date but prior to the Effective Time: (a) by the mutual written agreement of ▇▇▇▇▇▇, Vedanta, Twin Star and the Purchaser; (b) by any Significant Shareholder if: (i) the Offer has not been made in accordance with this Agreement by the Mailing Date, (ii) the Offer (or any amendment thereto), does not conform in all material respects with the requirements of this Agreement, including Schedule A hereto, or any amendment thereof that has been mutually agreed to by the Parties and such unconformed portions of the Offer have not been conformed by the Purchaser on or before the earlier to occur of the third Business Day following receipt from the Purchaser of written notice specifying in reasonable detail such unconfirmed portions of the Offer and the expiry of the Offer, (iii) if the Purchaser shall not have complied in all material respects with its covenants contained in this Agreement or in the Offer and such breached covenants have not been cured by the Purchaser on or before the earlier to occur of the third Business Day following receipt from the Purchaser of written notice specifying in reasonable detail such breached covenants and the expiry of the Offer, or (iv) the Offer has been terminated, withdrawn or expires without Shares being taken up thereunder; (c) by the Purchaser at any time prior to the Closing Date: earlier of the mailing of the Bid Circular and the Mailing Date if: (ai) by mutual the representations and warranties of Vedanta and/or ▇▇▇▇▇▇ and/or Twin Star set forth in Sections 4.1, 4.2, 4.3 and 4.4 are not true and correct in all material respects and such untrue or incorrect representations or third Business Day following receipt of written agreement notice from the Purchaser specifying in reasonable detail such untrue or incorrect representations or warranties, (ii) any of Albertson’s and Buyer; (b) by either Albertson’s or Buyer if the Closing shall Significant Shareholders has not have been consummated on or before September 22, 2006 (the “Termination Date”); provided that the right to terminate complied in all material respects with its covenants contained in this Agreement pursuant to this other than Section 12.01(b) shall 6.8 and such breached covenants have not be available to been cured by the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur Significant Shareholders on or before the Termination Date and third Business Day following receipt from the Purchaser of written notice specifying in reasonable detail such action or failure to perform constitutes a breach of breached covenants, (iii) the Share Documents are not deposited into escrow under the Bid Escrow Agreement in accordance with this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(bor (iv) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall have exercised its termination right under Section 8.1(c) any of the Merger Agreement; conditions in Section 3.2 (b) or (c) by either Albertson’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibitedare not satisfied; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured Significant Shareholder at any time prior to the earlier of the mailing of the Bid Circular and the Mailing Date if: (i) 20 the representations and warranties of the Purchaser set forth in Section 4.5 are not true and correct in all material respects and such untrue or incorrect representations or warranties have not been cured by the Purchaser on or before the third Business Days Day following receipt of written notice of from such breach and Significant Shareholder specifying in reasonable detail such untrue or incorrect representations or warranties, or (ii) the Termination Date;Purchaser has not complied in all material respects with its covenants contained in this Agreement and such breached covenants have not been cured by the Purchaser on or before the third Business Day following receipt from such Significant Shareholder of written notice specifying in reasonable detail such breached covenants; and (e) by Buyer the Purchaser if there shall have been a material breach the conditions (1) or (2) of any representation, warranty, covenant the offer in Schedule A are not satisfied or agreement waived on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured or prior to the earlier of Expiry Time. This Agreement shall terminate automatically if (i) 20 Business Days following notice of such breach and the Purchaser fails to mail the Bid Circular on or prior to the Mailing Date in accordance with this Agreement; or (ii) the Termination Date; or (f) by Albertson’s Effective Time does not occur on or Buyer if the Merger Agreement is terminated. The party desiring to terminate this Agreement pursuant to clauses 12.01(b), (c), (d), (e) or (f) shall give notice of such termination prior to the other partyOutside Date.

Grounds for Termination. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by the mutual written agreement of Albertson’s and Buyerthe Parties; (b) by either Albertson’s or Buyer Acquiree and the Acquiree Shareholders (by written notice of termination from Acquiree and the Acquiree Shareholders to the Acquiror, in which reference is made to this subsection) if the Closing shall has not have been consummated occurred on or before September 22, 2006 (prior to the “Termination Date”), unless the failure of the Closing to have occurred is attributable to a failure on the part of Acquiree or the Acquiree Shareholders to perform any material obligation to be performed by Acquiree or the Acquiree Shareholders pursuant to this Agreement at or prior to the Closing; (c) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders , in which reference is made to this subsection) if the Closing has not occurred on or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of the Acquiror to perform any material obligation required to be performed by any the Acquiror pursuant to this Agreement at or prior to the Closing; (d) by the Acquiror or the Acquiree (by written notice of termination from such Party to the other Parties) if a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 12.01(b11.3(d) shall not be available to the party seeking a Party if such Order was primarily due to terminate if any action of such party or the failure of such party Party to perform any of its obligations under this Agreement required Agreement; (e) by the Acquiror, Acquiree or the Acquiree Shareholders (by written notice of termination from such Party to the other Parties) if any event shall occur after the date hereof that shall have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to perform its obligations hereunder, unless the occurrence of such event shall be due to the failure of the terminating Party to perform or comply with any of the agreements, covenants or conditions hereof to be performed or complied with by such Party at or prior to the Closing has been Closing; (f) by Acquiree or the cause ofAcquiree Shareholders (by written notice of termination from Acquiree to the Acquiror, or resulted inin which reference is made to this subsection) if, since the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach date of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU there shall have exercised its termination right under Section 8.1(c) of occurred any Material Adverse Effect on the Merger AgreementAcquiror, or there shall have occurred any event or circumstance that, in combination with any other events or circumstances, could reasonably be expected to have, a Material Adverse Effect with respect to the Acquiror; (cg) by either Albertsonthe Acquiree (by written notice of termination from the Acquiree to the Acquiror, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiror’s or Buyer if there shall be any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there representations and warranties shall have been a material breach inaccurate as of any representation, warranty, covenant or agreement on the part date of Buyer contained in this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.03(a10.3(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to the earlier of by Acquiror within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, (ii) any of the Termination Date; (e) by Buyer if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of any Seller Acquiror’s covenants contained in this Agreement shall have been breached, such that the condition set forth in Section 10.02(a10.3(b) would not be satisfied, or (iii) any Action shall be initiated, threatened or pending which could reasonably be expected to materially and adversely affect the Acquiror or Acquiree (including, without limitation, any such Action relating to any alleged violation of, or non-compliance with, any applicable Law or any allegation of fraud or intentional misrepresentation); or (h) by the Acquiror (by written notice of termination from the Acquiror to the Acquiree and the Acquiree Shareholders, in which reference is made to the specific provision(s) of this subsection giving rise to the right of termination) if (i) any of Acquiree’s or the Acquiree Shareholder’s representations and warranties shall have been inaccurate as of the date of this Agreement or as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 10.2(a) would not be satisfied and which shall such inaccuracy has not have been cured prior to by Acquiree or the earlier of Acquiree Shareholders within five (i5) 20 Business Days following after its receipt of written notice thereof and remains uncured at the time notice of such breach and termination is given, or (ii) any of the Termination Date; or (f) by AlbertsonAcquiree’s or Buyer if the Merger Agreement is terminated. The party desiring to terminate Acquiree Shareholder’s covenants contained in this Agreement pursuant to clauses 12.01(b)shall have been breached, (c), (d), (esuch that the condition set forth in Section 10.2(b) or (f) shall give notice of such termination to the other partywould not be satisfied.

Grounds for Termination. This Agreement may be terminated at any time prior to the Closing DateClosing: (a) by mutual written agreement of Albertson’s the Sellers and Buyer;the Buyer-, (b) by either Albertson’s the Sellers or the Buyer if the Closing conditions to the consummation of the merger in Article 10 shall not have been consummated on satisfied, or before September 22where applicable, 2006 (the “Termination Date”); waived by March 31, 2000, provided that the right to terminate this Agreement pursuant to this Section 12.01(bno party that is (or whose Affiliate is) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any 'in material breach of its or their obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Agreement; provided, further, that the right to may terminate this Agreement pursuant to and the Sellers may not terminate this Section 12.01(b) shall not be available to Albertson’s if neither Albertson’s nor SUPERVALU shall Agreement for 15 days after they have exercised its termination right under Section 8.1(c) received a notice of the Merger Agreementa Potential Payment Event; (c) by either Albertson’s or the Buyer if there shall be (i) the condition in Section 10.02(a)(ii) remains unfulfilled at a time when all other conditions to this Agreement have been satisfied or waived (such time being the "Potential Payment Event"), (ii) the Buyer has given notice of the Potential Payment Event to the Sellers, and (iii) the condition in Section 10.02(a)(ii) remains unfulfilled on the date falling 10 days after the date of the notice in (ii) above. - (d) by either the Sellers or the Buyer if consummation of the transactions contemplated hereby would violate any Law, regulation or nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would make the consummation of the transactions contemplated hereby illegal or otherwise prohibited; (d) by Albertson’s if there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Buyer contained in this Agreement such that the condition set forth in Section 10.03(a) would not be satisfied and which shall not have been cured prior to the earlier of (i) 20 Business Days following notice of such breach and (ii) the Termination Date;jurisdiction; or (e) by Buyer if there shall have been it receives a material breach of any representation, warranty, covenant Request for Additional Information or agreement on the part of any Seller contained in this Agreement such that the condition set forth in Section 10.02(a) would not be satisfied and which shall not have been cured prior Documentary Material pursuant to the earlier HSR Act in respect of (i) 20 Business Days following notice of such breach and (ii) the Termination Date; or (f) by Albertson’s or Buyer if the Merger Agreement is terminatedtransactions contemplated hereby. The party desiring to terminate this Agreement pursuant to clauses 12.01(b12.01 (b), 12.01 (c), 12.01 (d), ) or 12.01 (e) or (f) shall give notice of such termination to the other party. For purposes of this Section 12.01, a condition shall be deemed to have been satisfied if by its nature, it is to be satisfied at Closing and it would in fact be satisfied at Closing.