Common use of Grounds for Termination Clause in Contracts

Grounds for Termination. 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 the Parties; (b) upon written notice of termination from the Purchaser to the Seller 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 Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Final Closing Date: (a) by By the mutual written agreement of the PartiesBuyer and Seller; (b) upon written notice of termination from the Purchaser to the Seller By Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from the By Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.2 hereof shall have occurred is attributable to a failure on the part become incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By either party by either Party, upon written notice of terminationthereof to the other, if: if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (ie) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, By Buyer or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting Seller if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of the PartiesBuyer and Seller; (b) upon written notice of termination from the Purchaser to the Seller By Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from the By Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.2 hereof shall have occurred is attributable to a failure on the part become incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By either party by either Party, upon written notice of terminationthereof to the other, if: if the Final Closing contemplated hereby shall not have been consummated on or before 31 December 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (ie) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, By Buyer or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting Seller if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned by written notice of termination at any time prior to before the Closing Date:Effective Date (whether before or after action by stockholders of Purchaser or UTS): (a) by the mutual written agreement consent of the Partiesparties hereto; (b) by UTS, upon written notice to Purchaser given at any time (i) if any of termination from the representations and warranties of Purchaser contained in section 6 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by Purchaser of any covenant or agreement of Purchaser contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to Purchaser, and which inaccuracy, breach, or failure, if continued to the Seller if the Closing has not occurred on or prior to the Termination Effective Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform would result in any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closingcondition set forth in section 4 hereof not being satisfied; (c) by Purchaser, upon written notice to UTS given at any time (i) if any of termination from the Seller representations and warranties of UTS contained in section 8 hereof was materially incorrect when made, or (ii) in the event of a material breach or material failure by UTS of any covenant or agreement of UTS contained in this Agreement which has not been, or cannot be, cured within thirty days after written notice of such breach or failure is given to UTS, and which inaccuracy, breach, or failure, if continued to the Purchaser if the Closing has not occurred on or prior to the Termination Effective Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform would result in any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing;condition set forth in section 5 hereof not being satisfied. (d) by either Party, UTS or Purchaser upon written notice given to the other if the shareholders of termination, if: (i) a Governmental Authority of competent jurisdiction either UTS or Purchaser 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, or (ii) if an event or condition renders it impossible voted on and failed to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by adopt this Agreement; provided, however, that at the right to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure meeting of such Party to perform any of its obligations under this Agreement;shareholders called for such purpose.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior to before December 22, 2010 (the “Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement”); provided, however, provided that the right to terminate this Agreement under pursuant to this Section 11.01(b) shall not be available to a Party if such event was primarily due to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such Party to perform time; (c) by either Seller or Buyer if consummation of the transactions contemplated hereby or by the Joint Operating Agreement or the Transition Services Agreement would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or (d) by Seller, in order for Seller or any of its obligations under subsidiaries to enter into definitive documentation concerning a Superior Proposal provided that (x) Seller and the Selling Subsidiaries have complied and are in compliance in all material respect with the terms and conditions of this Agreement;, including Section 5.04 and (y) in connection with such termination, Seller pays the Termination Fee payable pursuant to Section 13.03(a). The party desiring to terminate this Agreement pursuant to this Section 11.01 shall give notice of such termination to the other parties.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of Buyer and the Seller Parties; (b) upon written notice of termination from the Purchaser to the Seller By Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 8.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from By the Seller to the Purchaser Parties if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 8.2 hereof shall have occurred is attributable to a failure on become incapable of fulfillment and shall not have been waived by the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the ClosingParties; (d) By either Buyer, on the one hand, or the Seller Parties, on the other hand, by either Party, upon written notice of terminationthereof to the other, if: (i) a Governmental Authority of competent jurisdiction if the transactions contemplated hereby shall not have issued a final non-appealable Orderbeen consummated on or before October 31, 2007, or such other date, if any, as Buyer and the Seller Parties shall have taken any agree upon in writing; or (e) By Buyer, on the one hand, or the Seller Parties, on the other action having the effect ofhand, permanently restraining, enjoining or otherwise prohibiting if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 9.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to each Closing and only for the Closing Dateremainder of Shares not already delivered and paid for pursuant to the Agreement: (a) by By the mutual written agreement of the PartiesBuyer and the Company; (b) upon written notice of termination from By the Purchaser to the Seller Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 6.1 hereof shall have occurred is attributable to a failure on become incapable of fulfillment and shall not have been waived by the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from By the Seller to the Purchaser Company if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 6.2 hereof shall have occurred is attributable to a failure on become incapable of fulfillment and shall not have been waived by the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the ClosingCompany; (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, By the Buyer or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting Company if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby herein may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior before September 30, 2001 (the "Termination Date"); provided, however, that neither of the parties may terminate this Agreement pursuant to this clause if the Closing shall not have been consummated by the Termination Date, unless Date by reason of the failure of the Closing to have occurred is attributable to a failure on the part such party or any of Purchaser its Affiliates to perform in all material respects any material obligation to be performed by Purchaser pursuant to of its or their respective covenants or agreements contained in this Agreement at or prior to the ClosingAgreement; (c) upon written notice by either Buyer, on the one hand, or Seller, on the other hand, if a material breach of termination from any provision of this Agreement has been committed by the Seller to the Purchaser if the Closing has other party or any of its Affiliates and such breach is not occurred on capable of being satisfied or prior to cured by the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing;; or (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, Seller or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the Buyer if consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or (ii) if an event judgment of any court or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right governmental body having competent jurisdiction. The party desiring to terminate this Agreement under this Section pursuant to clauses 12.01(b)-(d) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of the PartiesSeller and Purchaser; (b) upon written notice of termination from the By Purchaser to the Seller if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 8.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingPurchaser; (c) upon written notice of termination from the By Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 9.2 hereof shall have occurred is attributable to a failure on the part been incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By Seller or Purchaser by either Party, upon written notice of terminationthereof to the other if the transactions contemplated hereby shall not have been consummated on or before February 15, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order2002, or such other date, if any, as Seller and Purchaser shall have taken any other action having the effect of, permanently restraining, enjoining agree upon in writing; or (e) By Seller or otherwise prohibiting Purchaser if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Government Authority having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that the right to terminate this Agreement under this Section a party shall not be available allowed to a Party exercise any right of termination pursuant to this Section 9.1 if the event giving rise to such event was primarily termination right shall be due to the failure of such Party the party seeking to terminate this Agreement to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party or the breach of warranty of such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesVE and VI; (b) by either VE or VI, upon written notice of termination from by the Purchaser terminating party to the Seller other party, if the Closing has shall not occurred have been consummated on or prior to before August 2, 2016, or such later date as mutually agreed upon in writing between VI and VE (the “Termination Date”); provided, unless that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred is attributable to a failure be consummated by such time; provided, further, that if on the part Termination Date, all of Purchaser to perform any material obligation the conditions set forth in Article VII are satisfied or waived (other than those conditions that by their nature are to be performed satisfied at the Closing) and the Marketing Period has not yet commenced, or has commenced but not ended, then either party may elect, by Purchaser pursuant to this Agreement at or prior notice to the Closing;other party, to extend the Termination Date until the thirtieth (30th) day immediately following the final day of the Marketing Period (or, if later, the date resulting from the application of the proviso at the very end of Section 2.3); or (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either PartyVE or VI, upon written notice of termination, if: (i) if a Governmental Authority court of competent jurisdiction or other Governmental Authority shall have enacted, entered or promulgated or enforced any Law or issued a final non-appealable Order, final Governmental Order or shall have taken any other action non-appealable final action, in each case, having the effect of, of permanently restraining, enjoining or otherwise prohibiting the consummation of Closing and the transactions contemplated herebyhereby (any of the foregoing, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement“Legal Restraint”); provided, however, that the right to terminate this Agreement under pursuant to this Section 8.1(c) shall not be available to a Party if any party whose breach of any provision of this Agreement results in such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;Legal Restraint.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and as between the transactions contemplated hereby may be abandoned Parties: (a) at any time prior to the occurrence of the Closing Date: (a) by the mutual written agreement consent of the PartiesSellers, on one hand, and the Purchaser, on the other hand; (b) upon written notice of termination from by the Purchaser to the Seller if the Closing has not occurred on Sellers (acting collectively) or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser if the Closing has shall not occurred have been consummated on or prior before June 30, 2024 or such other date as may be agreed by the Sellers and the Purchaser in writing (the “Long Stop Date”), provided, however, that the Sellers or the Purchaser, as applicable, shall not be entitled to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller terminate this Agreement pursuant to this Agreement at or prior to the Closing; (dSection 8.1(b) by either Partyif, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, or shall have taken any other action having with respect to the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation termination right of the transactions contemplated herebySellers, any Seller, or (ii) if an event or condition renders it impossible to satisfy a condition precedent with respect to the terminating termination right of the Purchaser, the Purchaser, has breached this Agreement and such breach has resulted in the Closing not having been consummated on or before the Long Stop Date; and (c) by any Seller or the Purchaser if there has been a material misrepresentation or material breach of a representation, warranty, covenant or agreement contained in this Agreement on the part of the Purchaser (in case of termination by a Seller) or a Seller (in case of termination by the Purchaser), and such breach is not curable or, if curable, has not been cured within thirty (30) days after the delivery of notice of breach by the non-breaching Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, provided however that the right to terminate this Agreement under pursuant to this Section 8.1(c) shall not be available to a Party Seller or the Purchaser (as the case may be), if such event was primarily due to the failure Party is then in material breach of such Party to perform any of its obligations under this Agreement;.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby herein may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesLimited Brands and Buyer; (b) upon written notice of termination from the Purchaser to the Seller by either Limited Brands or Buyer if the Closing has shall not occurred have been consummated on or prior before July 6, 2007 (the “Termination Date”); provided that neither of the parties may terminate this Agreement pursuant to this clause if the Closing shall not have been consummated by the Termination Date, unless Date by reason of the failure of the Closing to have occurred is attributable to a failure on the part such party or any of Purchaser its Affiliates to perform in all material respects any material obligation to be performed by Purchaser pursuant to of its or their respective covenants or agreements contained in this Agreement at or prior to the ClosingAgreement; (c) upon written notice by either Buyer, on the one hand, or Limited Brands, on the other hand, if a material breach of termination from any provision of this Agreement has been committed by the Seller to the Purchaser if the Closing has other party or any of its Affiliates and such breach is not occurred on capable of being satisfied or prior to cured by the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing;; or (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, Limited Brands or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the Buyer if consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or (ii) if an event judgment of any court or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right governmental body having competent jurisdiction. The party desiring to terminate this Agreement under this pursuant to Section 13.01(b)-(d) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions transaction contemplated hereby may be herein abandoned at any time prior to the Closing DateClosing: (ai) by the By mutual written agreement of the Partiesparties; (bii) upon written notice By Seller, if any of termination from the Purchaser conditions set forth in Paragraph 13(b) shall have become incapable of fulfillment prior to the Closing Date through no fault of Seller and the same shall not have been waived by Seller; (iii) By Purchaser, if any of the conditions set forth in Paragraph 13(a) shall have become incapable of fulfillment prior to the Closing Date through no fault of Purchaser and the same shall not have been waived by Purchaser; (iv) By either Seller or Purchaser in the event of a material breach by the other party of its obligations hereunder; (v) By either Seller or Purchaser if through no fault of the terminating party, the Closing has not occurred on or prior to the Termination Date, unless the failure of by the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the ClosingDate specified in Paragraph 3; (cvi) By Purchaser upon Purchaser’s receipt of written notice notification from Seller of termination from any fact which would materially change any of the representations or warranties of Seller to the or Operator herein; or (vii) By Purchaser if the Closing has not occurred for any reason at any time on or prior to before the Due Diligence Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;Deadline.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this 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 the PartiesBuyer and the Company; (b) upon written notice of termination from by the Purchaser to the Seller Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 6.1 hereof shall have occurred is attributable to a failure on become incapable of fulfillment and shall not have been waived by the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from by the Seller to the Purchaser Company if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 6.2 hereof shall have occurred is attributable to a failure on become incapable of fulfillment and shall not have been waived by the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the ClosingCompany; (d) by either Party, upon party by written notice of terminationthereof to the other, if: (i) a Governmental Authority of competent jurisdiction if the Closing contemplated hereby shall not have issued a final non-appealable Orderbeen consummated on or before December 12, 2018, or such other date, if any, as the Buyer and the Company shall have taken any other action having agree upon in writing; or (e) by the effect of, permanently restraining, enjoining Buyer or otherwise prohibiting the Company if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 7.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of the PartiesSeller and Purchaser; (b) upon written notice of termination from the By Purchaser to the Seller if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 8.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingPurchaser; (c) upon written notice of termination from the By Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 9.2 hereof shall have occurred is attributable to a failure on the part been incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By Seller or Purchaser by either Party, upon written notice of terminationthereof to the other if the transactions contemplated hereby shall not have been consummated on or before September 8th 27, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order1999, or such other date, if any, as Seller and Purchaser shall have taken any other action having the effect of, permanently restraining, enjoining agree upon in writing; or (e) By Seller or otherwise prohibiting Purchaser if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Government Authority having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that the right to terminate this Agreement under this Section a party shall not be available allowed to a Party exercise any right of termination pursuant to this Section 9.1 if the event giving rise to such event was primarily termination right shall be due to the failure of such Party the party seeking to terminate this Agreement to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party or the breach of warranty of such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior to before the Termination Date, unless the failure six month anniversary of the Closing to have occurred is attributable to a failure on the part date of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, provided that the right to terminate this Agreement under pursuant to this Section 13.01(b) shall not be available to a Party if such event was primarily due to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such Party date; (c) by either Seller or Buyer if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or (d) by either party if (i) there has been a violation or breach by the other party of any covenant, representation or warranty contained in this Agreement (which has not been waived in writing by the non-breaching party), (ii) such violation or breach is not capable of being cured by the date set forth in Section 13.01 (b) or, after receipt by the breaching party of a written notice of such violation or breach by the non-breaching party, the breaching party does not use commercially reasonable efforts to perform any cure such violation or breach as promptly as reasonably practicable and (iii) such violation or breach would result in a failure of its obligations under the conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing). The party desiring to terminate this Agreement;Agreement pursuant to Section 13.01(b) or Section 13.01(c) shall give notice of such termination to the other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Dateunder the following circumstances: (ai) by the mutual written agreement of all of the Partiesparties hereto; (ii) by either party if the other party has breached any of its representations or warranties contained herein or materially defaulted in the performance of any of its covenants or agreements contained herein and such breach or default is not curable prior to the Outside Date; or (iii) by Buyer or by Seller, if the Closing shall not have been consummated by September 30, 1997 (the "Outside Date"); PROVIDED, HOWEVER, that neither Buyer nor Seller may terminate this Agreement pursuant to this Section 10.01(a)(iii) 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. The party desiring to terminate this Agreement pursuant to Section 10.01(a)(ii) or (iii) shall give written notice of such termination to the other party. (b) upon written notice of termination from This Agreement shall automatically terminate if any Federal, state or foreign law or regulation thereunder shall hereafter be enacted or become applicable that makes the Purchaser to the Seller if the Closing has not occurred on transactions contemplated hereby or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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 herebyClosing illegal or otherwise prohibited, or (ii) if an event any judgment, injunction, order or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate decree enjoining either party hereto from consummating the transactions contemplated by this Agreement; providedhereby is entered, howeverand such judgment, that the right to terminate this Agreement under this Section injunction, order or decree shall not be available to a Party if such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;become final and nonappealable.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby herein may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred on or prior have been consummated by April 18, 2008 (the “Termination Date”); provided that neither of the parties may terminate this Agreement pursuant to this clause if the Closing shall not have been consummated by the Termination Date, unless Date by reason of the failure of the Closing to have occurred is attributable to a failure on the part such party or any of Purchaser its Affiliates to perform in all material respects any material obligation to be performed by Purchaser pursuant to of its or their respective covenants or agreements contained in this Agreement at or prior to the ClosingAgreement; (c) upon written notice by either Buyer, on the one hand, or Seller, on the other hand, if a material breach of termination from any provision of this Agreement has been committed by the Seller to the Purchaser if the Closing has other party or any of its Affiliates and such breach is not occurred on capable of being satisfied or prior to cured by the Termination Date, unless the failure Date or if any representation or warranty of the Closing to have occurred other party has become untrue such that the conditions set forth in Article 10 hereof would not be satisfied and such breach is attributable to a failure on the part incapable of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing;being cured; or (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, Seller or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the Buyer if consummation of the transactions contemplated herebyClosing would violate any nonappealable final order, decree or (ii) if an event judgment of any court or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right governmental body having competent jurisdiction. The party desiring to terminate this Agreement under this pursuant to Section 12.01(b)-(d) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSellers and Buyer; (b) upon written notice of termination from the Purchaser to the Seller by either Sellers or Buyer if the Closing has shall not occurred have been consummated on or prior to the Termination Datebefore December 31, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing2002; (c) upon written notice of termination from by either Sellers or Buyer if there shall be any law or regulation that makes the Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure consummation of the Closing to have occurred is attributable to a failure on transactions contemplated hereby illegal or otherwise prohibited or if consummation of the part transactions contemplated hereby would violate any nonappealable final order, decree or judgment of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at court or prior to the Closinggovernmental body having competent jurisdiction; (d) by either Party, upon written notice of termination, if: Buyer if (i) there is the entry of an order, which has not been withdrawn, dismissed or reversed dismissing the Bankruptcy Case or converting the Bankruptcy Case to 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 case under Chapter 7 of the transactions contemplated herebyBankruptcy Code, or (ii) if an event Sellers file a motion, application or condition renders it impossible other petition to satisfy a condition precedent effect or consent to the terminating Party’s obligation foregoing or (iii) there is an Event of Default under the New DIP Loan; (e) by Buyer if the Sale Order shall not have been entered on or prior to consummate December 6, 2002; (f) if the transactions contemplated Bankruptcy Court shall have approved the sale of any or all of the Purchased Assets to a Person other than Buyer; and (g) by this Agreement; providedBuyer if the Sales Procedure Order shall not have been entered on or prior to November 20, however, that the right 2002. The party desiring to terminate this Agreement under this Section pursuant to clauses (b), (c), (d), (e), (f), or (g) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other parties.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of the Partieseach of Purchaser and Seller; (b) upon written notice By Seller if it shall have determined in good faith that one or more of termination from 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 Purchaser to 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; (d) By either Purchaser or Seller if any permanent injunction or Judgment by any Governmental Authority 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 (e) By either Purchaser or Seller if the Closing has shall not have occurred on or prior to June 30, 2002, provided that such date shall be postponed by no more than sixty (60) days by an involuntary bankruptcy of Seller that is subsequently stayed or dismissed (as extended from time to time in accordance herewith, the Termination "Outside Date, unless "); and provided further that the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser if the Closing has not occurred occur on or prior to before such date is not the Termination Date, unless the failure result of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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 breach of the transactions contemplated herebycovenants, agreements, representations or (ii) if an event or condition renders it impossible to satisfy a condition precedent to warranties of the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section shall not be available to a Party if party seeking such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;termination.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of all of the Partiesparties hereto; (b) upon written notice of termination from the Purchaser to the Seller by Buyer or by Seller, if the Closing has shall not occurred on or prior to have been consummated by December 31, 1996 (the Termination "Outside Date, unless the failure ") as each of Buyer and Seller acknowledge that time is of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreementessence; provided, however, that a party may not terminate this Agreement pursuant to this clause (b) if the right 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; and (c) 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 entered, and such judgment, injunction, order or decree shall become final and nonappealable. The party desiring to terminate this Agreement under this Section pursuant to clause (b) or (c) shall not be available to a Party if give written notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of Buyer and the PartiesSellers; (b) upon written notice of termination from the Purchaser to the Seller By Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from By the Seller to the Purchaser Sellers if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.2 hereof shall have occurred is attributable to a failure on the part become incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By either party by either Party, upon written notice of terminationthereof to the other, if: if the Closing contemplated hereby shall not have been consummated on or before December 31, 2009 or such other date, if any, as Buyer and Seller shall agree upon in writing; or (ie) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, By Buyer or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting Sellers if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to This Agreement and the contrary notwithstanding, this Agreement rights and obligations of the parties hereunder may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Dateunder any of the following circumstances; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 9.1 if the event giving rise to such right shall be due to the failure of such party to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party: (a) by the mutual written agreement of the PartiesSeller and Purchaser; (b) by either Seller or Purchaser, upon written notice of termination from the Purchaser thereof to the Seller other party if the Closing has shall not have occurred on or prior to the Termination Datebefore January 1, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing1999; (c) upon by either Seller or Purchaser, by written notice of termination from the Seller thereof to the Purchaser other party if the Closing has not occurred on or prior to the Termination Date, unless the failure consummation of the Closing to have occurred is attributable to a failure on the part transactions contemplated hereby would violate any non-appealable final order, decree or judgment of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at Governmental Authority having competent jurisdiction enjoining, restraining or prior to otherwise preventing the Closing; (d) by either PartySeller or Purchaser, upon by written notice of termination, if: (i) a Governmental Authority of competent jurisdiction thereof to the other party if the Exchange Agreement shall have issued a final non-appealable Orderbeen terminated in accordance with its terms; or (e) subject to Section 6.4, or shall have taken any other action having by Purchaser if and so long as the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right Company is entitled to terminate this the Exchange Agreement under this in accordance with Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;4.01(d) (and Section 5.03) or 4.01(e) thereof.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior before the Effective Time as follows: (i) By mutual written consent of each of UniverCell and Recall at any time; (ii) By UniverCell or Recall by written notice if the Transactions contemplated hereby shall not have been consummated on or before September 30, 2005, unless such date is extended by the mutual written consent of UniverCell and Recall; or (iii) By either UniverCell on the one hand or Recall on the other hand by written notice to the Closing Dateother if: (a) by the mutual written agreement representations and warranties of the Parties;other Party shall not be true and correct in all material respects at and as of the date when made (except to the extent such representations and warranties speak of an earlier date), or shall not be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties speak of an earlier date) as though made on and as of such date, (b) upon written notice of termination from the Purchaser other Party shall (and the terminating party shall not) have failed to the Seller if the Closing has not occurred on perform and comply with, in all material respects, all agreements, covenants and conditions hereby required to have been performed or complied with by such party prior to the Termination Datetime of such termination, unless the and such failure shall not have been cured within five (5) days following notice of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing;such failure, or (c) upon written notice of termination from the Seller to the Purchaser if the Closing has not occurred on any event, fact or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at condition shall occur or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction exist that otherwise 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, or (ii) if an event or condition renders made it impossible to satisfy a condition precedent to the terminating Partyparty’s obligation obligations to consummate the transactions Transactions contemplated by this Agreement; provided, howeverunless the occurrence or existence of such event, that the right to terminate this Agreement under this Section fact or condition shall not be available to a Party if such event was primarily due to the failure of such Party the terminating party to perform or comply with any of its obligations under this Agreement;the agreements, covenants or conditions hereof to be performed or complied with by such party prior to the Closing.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (ai) by the mutual written agreement of Visteon and the PartiesCompany; (bii) upon written notice of termination from by either Visteon or the Purchaser to the Seller Company if the Closing has shall not occurred have been consummated on or prior before December 31, 2005 (the "OUTSIDE DATE"); provided that the right to terminate the Termination Date, unless Agreement pursuant to this clause (ii) shall not be available to any party whose material breach of any of its obligations under this Agreement primarily contributes to the failure of the Closing to have occurred is attributable to a failure on the part be consummated by such date (unless both parties are in material breach of Purchaser to perform any material obligation to be performed by Purchaser pursuant to their respective obligations under this Agreement at or prior to the ClosingAgreement); (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (diii) by either PartyVisteon or the Company, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, if any applicable law or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the regulation makes consummation of the transactions contemplated hereby, hereby illegal or (ii) otherwise prohibited or if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or (iv) by the Company if Visteon shall have breached or failed to perform in any material respect any of its representations, warranties or covenants contained in this Agreement; provided, however, that which breach or failure to perform (A) is incapable of being cured by Visteon prior to the right Outside Date or is not cured by the earlier of (x) 30 Business Days following written notice to Visteon by the Company of such breach and (y) the Outside Date and (B) if not cured would result in a failure of any condition set forth in Section 7.02(a). The party desiring to terminate this Agreement under this Section pursuant to clauses (ii), (iii) or (iv) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSellers and Purchaser; (b) upon written notice of termination from by either the Purchaser to the Seller if the Closing has not occurred Company, on or prior to the Termination Date, unless the failure behalf of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at Sellers, or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser if the Closing has not occurred been consummated on or prior to before the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under pursuant to this Section shall 11.01(b) will not be available to a the Party seeking to terminate if any action of such event was primarily due to 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 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. The Party desiring to terminate this Agreement pursuant to this Section 11.01(b) will give written notice of such termination to the other Party; (c) by either the Company, on behalf of the Sellers, or Purchaser if the other Party shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of any condition of the terminating Party’s obligation to consummate the transactions contemplated hereby and (ii) either (A) has not been cured within 30 days following the delivery of written notice of such breach or failure by the terminating Party or (B) is not capable of being cured by the Termination Date; provided that the terminating Party may not then be in material breach of this Agreement so as to cause the failure of any condition of the non-terminating Party’s obligation to consummate the transactions contemplated hereby; or (d) by the Company, as provided in Section 6.01(c).

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior to before the Termination Date, unless the failure six month anniversary of the Closing to have occurred is attributable to a failure on the part date of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, provided that the right to terminate this Agreement under pursuant to this Section 13.01(b) shall not be available to a Party if such event was primarily due to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such Party date; (c) by either Seller or Buyer if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or (d) by either party if (i) there has been a violation or breach by the other party of any covenant, representation or warranty contained in this Agreement (which has not been waived in writing by the non-breaching party), (ii) such violation or breach is not capable of being cured by the date set forth in Section 13.01(b) or, after receipt by the breaching party of a written notice of such violation or breach by the non-breaching party, the breaching party does not use commercially reasonable efforts to perform any cure such violation or breach as promptly as reasonably practicable and (iii) such violation or breach would result in a failure of its obligations under the conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing). The party desiring to terminate this Agreement;Agreement pursuant to Section 13.01(b) or Section 13.01(c) shall give notice of such termination to the other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this 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 consent of the PartiesBuyers, On Stage and the Seller; (b) upon written notice of termination from the Purchaser to by the Seller or by On Stage or the Buyers, if the Closing has not occurred on or prior to before the Termination Date, unless the failure of the Closing to have occurred date that is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination 30 Business Days from the Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure date of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the such right to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform any party that has breached any of its obligations under covenants, representations or warranties in this AgreementAgreement in any material respect (which breach has not been cured); (c) by the Seller, On Stage or the Buyers, if there shall be any Law that makes consummation of this transaction illegal or otherwise prohibited or if any Court Order enjoining the Seller, On Stage or the Buyers from consummating this transaction is entered and such Court Order shall become final and nonappealable; (d) by On Stage or the Buyers, if the Seller shall have breached any of its covenants hereunder or if the representations and warranties of the Seller contained in this Agreement or in any certificate or other writing delivered by the Seller pursuant hereto shall not be true and correct in any material respect; or (e) by the Seller, if On Stage or the Buyers shall have breached any of their covenants hereunder or if their representations and warranties contained in this Agreement or in any certificate or other writing delivered by them pursuant hereto shall not be true and correct in any material respect.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of the PartiesBuyer and Seller; (b) upon written notice of termination from the Purchaser to the Seller By Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingBuyer; (c) upon written notice of termination from the By Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 7.2 hereof shall have occurred is attributable to a failure on the part become incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By either party by either Party, upon written notice of terminationthereof to the other, if: (i) a Governmental Authority of competent jurisdiction if the transactions contemplated hereby shall not have issued a final non-appealable Orderbeen consummated on or before November 30, 2005, or such other date, if any, as Buyer and Seller shall have taken any other action having the effect of, permanently restraining, enjoining agree upon in writing; or (e) By Buyer or otherwise prohibiting Seller if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Governmental Body having competent jurisdiction enjoining, restraining or otherwise preventing, or (ii) if an event awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 8.1 if the event giving rise to such termination right shall be due to the negligent or willful failure of the party seeking to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior before August 31, 2004; provided, however, that neither Buyer nor Seller shall be entitled to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser terminate this Agreement pursuant to this Section to this Section 12.01(b) if such party’s failure to fulfill any of its obligations under this Agreement has prevented the consummation of the transactions contemplated hereby at or prior to the Closingsuch time; (c) upon written notice of termination from the by either Seller to the Purchaser or Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure consummation of the Closing to have occurred is attributable to a failure on the part transactions contemplated hereby would violate any nonappealable final order, decree or judgment of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at court or prior to the Closing;governmental body having competent jurisdiction; or (d) by either PartySeller or Buyer if the other party has breached any representation, upon warranty or covenant contained in this Agreement in any material respect, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 10.02(a) (in the case of Seller) or Section 10.03(a) (in the case of Buyer), and in any such case, which breach is incapable or being cured or, if capable of being cured, shall not have been cured within thirty days after written notice of termination, if: (i) a Governmental Authority of competent jurisdiction thereof shall have issued a final non-appealable Order, or shall have taken any other action having be been received by the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (ii) if an event or condition renders it impossible party alleged to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right be in breach. The party desiring to terminate this Agreement under this Section pursuant to clauses 12.01(b), (c) or (d) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (ai) by the mutual written agreement of the Partiesparties; (bii) upon written notice of termination from by either the Purchaser to the Seller if the Closing has not occurred on Sellers or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser if the Closing has shall not occurred on or prior to the Termination Date, unless the failure have been consummated as of the Closing to have occurred is attributable to a failure close of business on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the ClosingExpiration Date; (diii) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order, the Sellers or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the Purchaser if consummation of the transactions contemplated herebyhereby would violate any non-appealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or (iiiv) by the Purchaser if an event the Sellers or condition renders it impossible to satisfy a condition precedent the Company have breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth in Sections 8.2(a) or 8.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach has not been cured (if capable of being cured) prior to the terminating Party’s obligation to consummate Expiration Date; or (v) by the transactions contemplated by Sellers if the Purchaser has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement; provided, however, Agreement such that the right conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, and such breach has not been cured (if capable of being cured) prior to the Expiration Date. (b) The party desiring to terminate this Agreement under this pursuant to Section 11.1(a)(ii), (iii), (iv) or (v) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other parties hereto.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date: (a) by By the mutual written agreement of the PartiesSeller and Purchaser; (b) upon written notice of termination from the By Purchaser to the Seller if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 8.1 hereof shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed fulfillment and shall not have been waived by Purchaser pursuant to this Agreement at or prior to the ClosingPurchaser; (c) upon written notice of termination from the By Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure any of the Closing to conditions set forth in Section 8.2 hereof shall have occurred is attributable to a failure on the part been incapable of Seller to perform any material obligation to be performed fulfillment and shall not have been waived by Seller pursuant to this Agreement at or prior to the ClosingSeller; (d) By Seller or Purchaser by either Party, upon written notice of terminationthereof to the other if the transactions contemplated hereby shall not have been consummated on or before September 27, if: (i) a Governmental Authority of competent jurisdiction shall have issued a final non-appealable Order1999, or such other date, if any, as Seller and Purchaser shall have taken any other action having the effect of, permanently restraining, enjoining agree upon in writing; or (e) By Seller or otherwise prohibiting Purchaser if the consummation of the transactions contemplated herebyhereby would violate any nonappealable final order, decree or judgment of any court or Government Authority having competent jurisdiction enjoining, restraining, or (ii) if an event otherwise preventing, or awarding substantial damages in connection with, or imposing a material adverse condition renders it impossible to satisfy a condition precedent to upon, the terminating Party’s obligation to consummate consummation of this Agreement or the transactions contemplated by this Agreementhereby; providedPROVIDED, howeverHOWEVER, that the right to terminate this Agreement under this Section a party shall not be available allowed to a Party exercise any right of termination pursuant to this Section 9.1 if the event giving rise to such event was primarily termination right shall be due to the failure of such Party the party seeking to terminate this Agreement to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such party or the breach of warranty of such party.

Grounds for Termination. Anything herein or elsewhere to This Agreement and the contrary notwithstanding, this Agreement rights and obligations of the Parties may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the Parties; (b) upon by either Party, by written notice of termination from the Purchaser thereof to the Seller other Party if the Closing has shall not have occurred on or prior to the Termination Datebefore 12:00 midnight, unless the failure of the Closing to have occurred is attributable to a failure Central Daylight Time, on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the ClosingJuly 31, 1998; (c) upon written notice of termination from the Seller to the Purchaser by either Party, if the Closing has not occurred on or prior to the Termination Date, unless the failure consummation of the Closing transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Entity having competent jurisdiction enjoining, restraining or otherwise preventing, or awarding substantial damages to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the third parties in connection with, Closing;; or (d) by either Party, upon by written notice thereof to the other Party, if Forest shall not have received evidence reasonably satisfactory to it by 5 p.m., Mountain Daylight Time, on April 15, 1998, that the Cash Amount will not be subject to any Encumbrances in favor of terminationthe creditors of AREC and that Forest will, if: (i) a Governmental Authority following Closing, have the unrestricted right to withdraw such funds from AREC without violating any covenants or obligations owed by AREC to the creditors 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 AREC or otherwise prohibiting arising under the consummation of the transactions contemplated hereby, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this AgreementAREC Credit Facilities; provided, however, that neither Party shall have the right to terminate this Agreement under pursuant to this Section 9.01(d) after the date on which Forest receives such evidence; provided, however, that a Party shall not be available allowed to a Party exercise any right of termination pursuant to this Section 9.01 if the event giving rise to such event was primarily right shall be due to the failure of such Party to perform or observe in any material respect any of its obligations under this Agreement;the covenants or agreements set forth herein to be performed or observed by such Party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of Sellers, the PartiesCompany and Buyer; (b) upon written notice of termination from the Purchaser to the Seller by either Sellers or Buyer if the Closing has shall not occurred have been consummated on or prior to before July 31, 2005, so long as the Termination Date, unless party giving the failure notice is not in breach of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closingits obligations hereunder; (c) upon written notice of termination from the Seller to the Purchaser by either Sellers or Buyer if the Closing has not occurred on or prior to the Termination Date, unless the failure consummation of the Closing to have occurred is attributable to a failure on the part transactions contemplated hereby would violate any nonappealable final order, decree or judgment of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at court or prior to the Closinggovernmental body having competent jurisdiction; (d) by either PartyBuyer, upon written notice if any of terminationthe conditions specified in Section 9.2 hereof shall not have been met by July 31, if: 2005 and shall not have been waived in writing by Buyer; (ie) by Sellers, if any of the conditions specified in Section 9.3 hereof shall not have been met by July 31, 2005 and shall not have been waived in writing by Sellers; or (f) by Buyer, if the Company or Sellers amend or supplement the Schedules pursuant to Section 12.11(b) in a Governmental Authority of competent jurisdiction shall manner that would have issued a final non-appealable OrderMaterial Adverse Effect, in Buyer's reasonable discretion, on the Company or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right hereunder. The party desiring to terminate this Agreement under this Section pursuant to clauses 11.1(b), 11.1(c), 11.1(d), 11.1(e) or 11.1(f) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Dateunder the following circumstances: (ai) by the mutual written agreement of all of the Partiesparties hereto; (bii) upon written notice by either party if the other party has breached any of termination from its representations or warranties contained herein or materially defaulted in the Purchaser performance of any of its covenants or agreements contained herein and such breach or default is not curable prior to the Seller Outside Date; (iii) by Buyer or by Seller, if the Closing has shall not occurred on or prior to have been consummated by February 28, 1997 (the Termination "Outside Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement"); provided, however, that neither Buyer nor Seller may terminate this Agreement pursuant to this Section 10.01(a)(iii) if the right 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. The party desiring to terminate this Agreement under this pursuant to Section 10.01(a)(ii) or (iii) shall not be available to a Party if give written notice of such event was primarily due termination to the failure other party. (b) This Agreement shall automatically terminate 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 entered, and such Party to perform any of its obligations under this Agreement;judgment, injunction, order or decree shall become final and nonappealable.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the PartiesSeller and Buyer; (b) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior to before the Termination Date, unless the failure six month anniversary of the Closing to have occurred is attributable to a failure on the part date of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, provided that the right to terminate this Agreement under pursuant to this Section 13.1(b) shall not be available to a any Party if such event was primarily due to whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such date; (c) by either Seller or Buyer if consummation of the transactions contemplated hereby would violate any non-appealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or (d) by either Party if (i) there has been a violation or breach by the other Party of any covenant, representation or warranty contained in this Agreement (which has not been waived in writing by the non-breaching Party), (ii) such violation or breach is not capable of being cured by the date set forth in Section 13.1(b) or, after receipt by the breaching Party of a written notice of such violation or breach by the non-breaching Party, the breaching Party does not use commercially reasonable efforts to perform any cure such violation or breach as promptly as reasonably practicable and (iii) such violation or breach would result in a failure of its obligations under the conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing). The Party desiring to terminate this Agreement;Agreement pursuant to Section 13.1(b) or Section 13.1(c) shall give written notice of such termination to the other Party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (a) by the mutual written agreement of the Partieseach Seller and Buyer; (b) upon written notice by either Sellers owning a majority of termination from the Purchaser to the Seller Shares or Buyer if the Closing has shall not occurred have been consummated on or prior to before the Termination Date, unless date which is 60 days after the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closingdate hereof; (c) upon written notice by either Sellers owning a majority of termination from the Seller to the Purchaser Shares or Buyer if the Closing has not occurred on there shall be any law or prior to the Termination Date, unless the failure regulation that makes consummation of the Closing to have occurred is attributable to a failure on transactions contemplated hereby illegal or otherwise prohibited or if consummation of the part transactions contemplated hereby would violate any nonappealable final order, decree or judgment of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at court or prior to the Closing;governmental body having competent jurisdiction; or (d) by either Party, upon written notice of termination, if: (i) Sellers owning 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 majority of the transactions contemplated herebySeller Shares or by Buyer, if there has been a material misrepresentation or breach of warranty on the part of Buyer (iiin the case of termination by such Sellers) if an event or by Sellers (in the case of termination by Buyer) in the representations and warranties contained herein; or any condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated such party's obligations hereunder becomes incapable of fulfillment through no fault of such party and is not waived by this Agreement; provided, however, that the right such party. The party desiring to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure give written notice of such Party termination to perform any of its obligations under this Agreement;each other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing DateClosing: (ai) by the mutual written agreement of the PartiesSeller and Buyer; (bii) upon written notice of termination from the Purchaser to the by either Seller or Buyer if the Closing has shall not occurred have been consummated on or prior to the Termination Datebefore December 31, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing1996; (c) upon written notice of termination from the Seller to the Purchaser 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 Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (diii) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction Seller or Buyer if there shall have issued a final non-appealable Order, be any law or shall have taken any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting regulation that makes the consummation of the transactions contemplated hereby, hereby illegal or (ii) otherwise prohibited or if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction; (iv) by this AgreementBuyer if the Interim Order shall not have been entered by the Bankruptcy Court within eight business days after the date hereof; (v) by Buyer if the Sale Order shall not have been entered on or prior to December 15, 1996; (vi) by Buyer or Seller if any Governmental Entity shall have commenced litigation seeking to enjoin consummation of the transaction; provided, however, that and (vii) by Buyer or Seller if the right Bankruptcy Court shall have approved a sale of the Purchased Assets or Business (or the stock of Seller) to a Person other than Buyer. The party desiring to terminate this Agreement under this Section pursuant to clauses (ii), (iii), (vi) or (vii) shall not be available to a Party if give notice of such event was primarily due termination to the failure of such Party to perform any of its obligations under this Agreement;other party.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior before the Effective Time as follows: (i) By mutual written consent of each of UniverCell and DAYTONA BRANDS at any time; (ii) By UniverCell or DAYTONA BRANDS by written notice if the Transactions contemplated hereby shall not have been consummated on or before September 30, 2006, unless such date is extended by the mutual written consent of UniverCell and DAYTONA BRANDS; or (iii) By either UniverCell on the one hand or DAYTONA BRANDS on the other hand by written notice to the Closing Dateother if: (a) by the mutual written agreement representations and warranties of the Parties;other Party shall not be true and correct in all material respects at and as of the date when made (except to the extent such representations and warranties speak of an earlier date), or shall not be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties speak of an earlier date) as though made on and as of such date, (b) upon written notice of termination from the Purchaser other Party shall (and the terminating party shall not) have failed to the Seller if the Closing has not occurred on perform and comply with, in all material respects, all agreements, covenants and conditions hereby required to have been performed or complied with by such party prior to the Termination Datetime of such termination, unless the and such failure shall not have been cured within five (5) days following notice of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing;such failure, or (c) upon written notice of termination from the Seller to the Purchaser if the Closing has not occurred on any event, fact or prior to the Termination Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at condition shall occur or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) a Governmental Authority of competent jurisdiction exist that otherwise 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, or (ii) if an event or condition renders made it impossible to satisfy a condition precedent to the terminating Partyparty’s obligation obligations to consummate the transactions Transactions contemplated by this Agreement; provided, howeverunless the occurrence or existence of such event, that the right to terminate this Agreement under this Section fact or condition shall not be available to a Party if such event was primarily due to the failure of such Party the terminating party to perform or comply with any of its obligations under this Agreement;the agreements, covenants or conditions hereof to be performed or complied with by such party prior to the Closing.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this This Agreement may be terminated and the transactions transaction contemplated hereby may be herein abandoned at any time prior to the Closing DateClosing: (ai) by the By mutual written agreement of the Partiesparties; (bii) upon written notice By Seller, if any of termination from the Purchaser to the Seller if the Closing has not occurred on or conditions set forth in Section 13(b) shall have become incapable of fulfillment prior to the Termination DateClosing Date or such earlier date as may be specifically provided for the performance thereof (as the same may be extended) through no fault of Seller and the same shall not have been waived by Seller; (iii) By Purchaser, unless the failure if any of the Closing to conditions set forth in Section 13(a) shall have occurred is attributable to a failure on the part become incapable of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or fulfillment prior to the ClosingClosing Date or such earlier date as may be specifically provided for the performance thereof (as the same may be extended) through no fault of Purchaser hereunder or of Emeritus under the Management Agreement and the same shall not have been waived by Purchaser; (civ) upon written notice By any Party in the event of termination from the a material breach by another Party of its obligations hereunder; (v) By either Seller to the or Purchaser if the Closing has not occurred on or prior to the Termination Date, unless the failure of by the Closing to have occurred is attributable to a failure on Date specified in Section 3 as the part of Seller to perform any material obligation to same may be performed by Seller pursuant to this Agreement at or prior to extended in accordance with the Closingterms thereof; (dvi) by either Party, By Purchaser upon Purchaser’s receipt of written notice notification of termination, if: (i) 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 fact which would materially change any of the transactions contemplated hereby, representations or warranties of Seller herein; (iivii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating PartyBy Seller upon Seller’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure receipt of such Party to perform written notification of any fact which would materially change any of its obligations under this Agreement;the representations or warranties of Purchaser herein.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this (a) This Agreement and any related agreements may be terminated and the transactions contemplated hereby may be abandoned by Buyer at any time prior to closing upon written notice to Seller upon the Closing Dateoccurrence of any of the following: (ai) by If an adverse change, after the mutual written agreement date of this Agreement but prior to closing, in the financial condition or Business of any Company Entity occurs, or any Company Entity shall have suffered a material loss or damage to any of the Parties; (b) upon written notice of termination from the Purchaser to the Seller 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 Purchaser to perform any material obligation assets to be performed by Purchaser purchased pursuant to this Agreement at or prior the Business, which change, loss or damage materially affects or impairs the ability of Buyer to conduct the Closing;business upon consummation of this Agreement; or (cii) upon written notice If any of termination from the representations warranties of covenants made by Seller to Buyer were breached, false, inaccurate, unfulfilled or misleading as of the Purchaser if the Closing has not occurred on date given or prior to the Termination Date, unless the failure as of the Closing Date, and these beached, false, inaccurate, unfulfilled or misleading representations warranties or covenants shall not have been waived in writing by Buyer; or (iii) If the terms, covenants or conditions of this Agreement to have occurred is attributable to a failure on the part of Seller to perform any material obligation be complied with or to be performed by Seller pursuant to this Agreement at or prior before the Closing Date including conditions precedent to Buyers obligation to close shall not have been complied with or performed and this noncompliance shall not have been waived in writing by the Closing;Buyer. (db) Buyer and Seller may terminate by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section shall not be available to a Party if such event was primarily due to the failure of such Party to perform any of its obligations under this Agreement;mutual consent.

Grounds for Termination. Anything herein or elsewhere to the contrary notwithstanding, this (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Datetime: (ai) by the By mutual written agreement of the PartiesAuthority and Purchaser; (bii) upon written notice By either the Authority or Purchaser if consummation of termination from the transactions contemplated herein would violate any nonappealable final order, decree or judgment of any court or Governmental Authority having competent jurisdiction which the parties have used commercially reasonable efforts to oppose and cause to be dismissed; (iii) By either the Authority or Purchaser if such other party is then in material breach of this Agreement, and the terminating party is not then in material breach of this Agreement; provided, that, the Authority's sole remedy for Purchaser's failure to purchase Option Shares in accordance with this Agreement after a given Exercise Date shall be as set forth in Section 1.02(c) hereof; (iv) By the Authority to the Seller if extent the Closing Option has not occurred been exercised in full on or prior to the Termination Expiration Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Purchaser to perform any material obligation to be performed by Purchaser pursuant to this Agreement at or prior to the Closing;; or (cv) upon written notice of termination from By any party ninety-one (91) days after the Seller to the Purchaser if the Closing has not occurred on or prior to the Termination Expiration Date, unless the failure of the Closing to have occurred is attributable to a failure on the part of Seller to perform any material obligation to be performed by Seller pursuant to this Agreement at or prior to the Closing; (d) by either Party, upon written notice of termination, if: (i) 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, or (ii) if an event or condition renders it impossible to satisfy a condition precedent to the terminating Party’s obligation to consummate the transactions contemplated by this Agreement; provided, howeverthat, that the right party terminating this Agreement is not then in material breach of this Agreement. The party desiring to terminate this Agreement under this shall give notice of such termination to the other parties. (b) Notwithstanding anything to the contrary contained herein, in the event that any condition to a Closing set forth in Section 5.01 shall not be available have been obtained by the third anniversary of the date hereof, Purchaser's (or the Minority Shareholder's) right to a Party if such event was primarily due to the failure of such Party to perform acquire any of its obligations under this Agreement;Option Shares with