Common use of Termination Events Clause in Contracts

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time and the transactions contemplated hereby abandoned prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by written mutual consent of a Governmental Body in effect permanently restrainingPurchaser A, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or Company and the Seller; (b) there is by the Seller or the Company, if either Purchaser has breached any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party either Purchaser has become untrue, or in any case if any of each case, such that the conditions set forth in Section 3.1 ‎6.1 or Section 3.2 ‎6.3, as the case may be, would not be satisfiedsatisfied at a Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that neither the exercise of commercially reasonable efforts, then Seller nor the Company may terminate this Agreement under pursuant to this Section 10.1.4 only ‎8.1(b) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from by the Seller or the Company to Purchaser A informing Purchaser A of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; or 10.1.5 by Contributing Party provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section ‎8.1(b) if it either of them is not then in material breach of this Agreement in any material respect; further, provided, that, for the avoidance of its representationsdoubt, warranties, covenants or agreements contained nothing in this Agreement and there Section ‎8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section ‎8.1(f); (c) by Purchaser A, if the Seller or the Company has been a material breach of breached any representation, warranty, covenant or agreement contained in this Agreement on Agreement, or if any representation or warranty of the part of Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 3.2.1 ‎6.1 or Section 3.2.2 ‎6.2, as the case may be, would not be satisfiedsatisfied as of the Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser A may not terminate this Agreement under pursuant to this Section 10.1.5 only ‎8.1(c) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from Contributing Party by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section ‎8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section ‎8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time and the transactions contemplated hereby abandoned prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by written mutual consent of a Governmental Body in effect permanently restrainingPurchaser A, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or Company and the Seller; (b) there is by the Seller or the Company, if either Purchaser has breached any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party either Purchaser has become untrue, or in any case if any of each case, such that the conditions set forth in Section 3.1 6.1 or Section 3.2 6.3, as the case may be, would not be satisfiedsatisfied at a Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that neither the exercise of commercially reasonable efforts, then Seller nor the Company may terminate this Agreement under pursuant to this Section 10.1.4 only 8.1(b) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from by the Seller or the Company to Purchaser A informing Purchaser A of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; or 10.1.5 by Contributing Party provided, further, that neither the Seller nor the Company may terminate this Agreement pursuant to this Section 8.1(b) if it either of them is not then in material breach of this Agreement in any material respect; further, provided, that, for the avoidance of its representationsdoubt, warranties, covenants or agreements contained nothing in this Agreement and there Section 8.1(b) shall in any way limit or otherwise modify the rights of Purchaser A pursuant to Section 8.1(f); (c) by Purchaser A, if the Seller or the Company has been a material breach of breached any representation, warranty, covenant or agreement contained in this Agreement on Agreement, or if any representation or warranty of the part of Seller or the Company has become untrue, in each case, such that the conditions set forth in Section 3.2.1 6.1 or Section 3.2.2 6.2, as the case may be, would not be satisfiedsatisfied as of the Closing on or prior to the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser A may not terminate this Agreement under pursuant to this Section 10.1.5 only 8.1(c) if the any such breach is not or failure to be true has been cured within 30 days seven (7) Business Days after the date of written notice from Contributing Party by Purchaser A to the Seller and the Company informing the Seller and the Company of such breach (but or failure to be true, except that no cure period will shall be required for a breach which by its nature cannot be cured)cured prior to the End Date; and, provided, further, that Purchaser A may not terminate this Agreement pursuant to this Section 8.1(c) if the Purchasers are then in breach of this Agreement in any material respect; (d) by any of Purchaser A, the Company or the Seller if the Closing has not occurred on or before the End Date; provided that the End Date may be extended with the written consent of all the Parties by up to three (3) additional thirty (30)-day periods; and, provided, further, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to (A) to Purchaser A if the Purchasers’ breach of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date, or (B) to the Seller or the Company if any breach by the Company or the Seller of any provision of this Agreement causes the failure of the Closing to be consummated by the End Date. (e) by any of Purchaser A, the Company or the Seller, if the consummation of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable Order of a Governmental Body of competent jurisdiction. (f) By Purchaser A, if any of the Court Approval or the Shareholders Approval has not been obtained prior to or on the date that is sixty (60) calendar days after the date of this Agreement.

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (bii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.28.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 8.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (bii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 8.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 8.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 8.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 8.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of Companythe Seller; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to by the Agreement after Purchaser (so long as the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise been cured within thirty (30) days after written notice of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach has been delivered to the Seller from the Purchaser to the extent capable of being cured; (c) by the Seller (so long as the Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warranty, covenant warranties or agreement covenants contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not be satisfiedbeen cured within thirty (30) days after written notice of the breach has been delivered to the Purchaser from the Seller to the extent capable of being cured; (d) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 7.1(d) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or (e) by the Seller or the Purchaser, if the breach is not cured within 30 days after Seller accepts or the date Bankruptcy Court approves an Alternative Transaction for any of written notice from Contributing Party the Shares or Purchased Assets pursuant to the terms of such breach (but no cure period will be required for a breach which by its nature canthe Bidding Procedures Order; provided, however, that the Purchaser shall not be curedentitled to terminate pursuant to this Section 7.1(e) if and so long as the Purchaser is the Alternate Bidder (as such term is defined in Exhibit 1 to the Bidding Procedures Order); (f) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before May 31, 2010; or (g) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before May 31, 2010.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated at any time and the Transactions may be abandoned prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties hereto; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statuteby Buyer or Seller, rule, regulation or order enacted, promulgated or issued or deemed applicable by written notice to the Agreement after other if: (i) the date Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the Parties hereto; provided, however, that the right to terminate this Agreement by under this Section 11.1(b) shall not be available to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of Party whose failure to perform or comply with any of its representations, warranties, covenants or agreements contained in obligations under this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partycause of, or if shall have resulted in, the failure of the Closing to occur by such date; or (ii) any representation Governmental Authority shall have enacted, promulgated, issued, entered or warranty of Contributing Party has become untrueenforced (A) any Law prohibiting the Transactions or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in any case each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and nonappealable. (c) by Buyer: (i) if any the condition set forth in Sections 8.1 shall not have been satisfied on or prior to the Termination Date; or (ii) if all of the conditions set forth in Article VIII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 3.1 9.4 on or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 before ten (10) days after following the date of written notice from Company of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 9.1; or 10.1.5 (d) by Contributing Party Seller: (i) if it is the condition set forth in Section 8.2 shall not in material breach have been satisfied on or prior to the Termination Date; or (ii) if all of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Article VIII shall have been satisfied and (i) the Buying Parties shall not have made all of the deliveries required by Section 3.2.1 9.2 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties 9.3 on or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 before ten (10) days after following the date of written notice from Contributing Party of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 9.1.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated at any time prior to and the ClosingTransactions may be abandoned: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe parties hereto; 10.1.2 (b) by Contributing Party Seller or Company Buyer, each in its sole discretion, if the Closing shall not have been consummated on or before March 1, 2004, unless extended by written agreement of the parties hereto; provided, however, that such date may be extended to no later than April 1, 2004 at the election of Buyer in the event that (1) all of the conditions set forth in Sections 6.1 and 6.3 other than the condition set forth in Section 6.3(e) have been satisfied or waived (other than those that by their terms cannot be satisfied prior to the Closing) and (2) the Commitment Letters shall have been amended solely such that they shall expire no sooner than April 1, 2004; provided further however, this right to terminate the Agreement shall not be available to any party whose failure to fulfill any obligation under this Agreement has not occurred been the cause of or resulted in the failure of the Closing to occur by January 31, 2010such date; 10.1.3 (c) by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Seller if any of the transactions contemplated conditions set forth in Sections 6.1 or 6.2 shall have become incapable of fulfillment and shall not have been waived by this AgreementSeller; or or (bd) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case Buyer if any of the conditions set forth in Section 3.1 6.1 or Section 3.2 would 6.3 shall have become incapable of fulfillment and shall not be satisfied; have been waived by Buyer. provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement pursuant to clauses (c) or (d) above is not available to any party whose breach of its obligations under this Section 10.1.4 only if Agreement has been the breach is not cured within 30 days after cause of the date impossibility of written notice from Company fulfillment of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Condition.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyPurchaser; 10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010; 10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after date that is ninety (90) days from the date of this Agreement by any Governmental Body (the “End Date”); provided, that would make consummation of the transactions contemplated by neither party may terminate this Agreement illegal; 10.1.4 by Company pursuant to this Section 9.1(b)(ii) if it such party is not in material breach of this Agreement; (c) by Sellers, if: (i) any of its representations, warranties, covenants the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or agreements contained (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.3(a), Section 7.3(b), or Section 3.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Sellers may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(c) if the breach any Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of this Agreement; or (d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement and there has been that, in either case, (x) would result in the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.2(a), Section 7.2(b) or Section 3.2.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if the Purchaser is in material breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated (and the transactions contemplated by this Agreement abandoned) at any time prior to the Closingcompletion of the Closing only as follows: 10.1.1 (a) by mutual written consent of Contributing Party SDC and of CompanyCorning Buyer; 10.1.2 (b) by Contributing Party either Corning Buyer or Company SDC: (i) if the Closing has shall not have occurred by January 31June 30, 2010;2014; provided, however, that, the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party if the failure of the Closing to have occurred by such time shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; or 10.1.3 by Contributing Party (ii) if a court of competent jurisdiction or Company if: (a) there is other Governmental Authority shall have issued a non-appealable final nonappealable order Governmental Order, decree or ruling or taken any other non-appealable final action, in each case, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the Closing and the transactions contemplated hereby; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party if such non-appealable final Governmental Order, decree or ruling or other non-appealable final action shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 (c) by Company Corning Buyer if it is not SDC shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and there has (ii) is incapable of being cured by SDC, or, if capable of being cured by SDC, shall not have been a cured by SDC, within forty-five (45) days following SDC’s receipt of written notice from Corning Buyer of such breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case failure to perform; or (d) by SDC if any of the conditions set forth Corning Parties shall have breached or failed to perform in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.3(a) or Section 3.2.2 would not be satisfied; provided7.3(b) and (ii) is incapable of being cured by the applicable Corning Party, thator, if such inaccuracy in Company's representations and warranties or breach capable of being cured by Company is curable the applicable Corning Party, shall not have been cured by Company through the exercise of its commercially reasonable effortsapplicable Corning Party, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 forty-five (45) days after the date following Corning’s receipt of written notice from Contributing Party SDC of such breach (but no cure period will be required for a breach which by its nature cannot be cured)or failure to perform.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated at any time and the Transactions may be abandoned prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statuteby Buyer or Seller, rule, regulation or order enacted, promulgated or issued or deemed applicable by written notice to the Agreement after other if: (i) the date Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the Parties; provided, however, that the right to terminate this Agreement by under this Section 10.1(b) shall not be available to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of Party whose failure to perform or comply with any of its representations, warranties, covenants or agreements contained in obligations under this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partycause of, or if shall have resulted in, the failure of the Closing to occur by such date; or (ii) any representation Governmental Authority shall have enacted, promulgated, issued, entered or warranty of Contributing Party has become untrueenforced (A) any Law prohibiting the Transactions or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in any case each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and nonappealable. (c) by Buyer: (i) if any the conditions set forth in Section 7.2 shall have become incapable of fulfillment; or (ii) if all of the conditions set forth in ARTICLE VII shall have been satisfied and Seller shall not have made all of the deliveries required by Section 3.1 8.3 on or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after before the date of written notice from Company of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 8.1; or 10.1.5 (d) by Contributing Party Seller: (i) if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 7.3 shall have become incapable of fulfillment; or (ii) if all of the conditions set forth in ARTICLE VII shall have been satisfied and Buyer shall not have made all of the deliveries required by Section 8.2 on or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after before the date of written notice from Contributing Party of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)Closing pursuant to Section 8.1.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:Effective Time (whether before or after adoption of this Agreement by the Required Company Stockholder Approval): 10.1.1 (a) by mutual written consent duly authorized by the boards of Contributing Party directors of Parent and of the Company; 10.1.2 (b) by Contributing Party either Parent or the Company if the Closing has Merger shall not occurred have been consummated by January December 31, 20102008; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose action or failure to act has been a principal cause of the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; 10.1.3 (c) by Contributing Party either Parent or the Company if: (a) there is if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Merger or execution of the transactions contemplated Creditor Plan; and (d) (i) by this Agreement; or Parent, if (bA) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to shall have been a breach by the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a Agreement, which breach of any representation, warranty, covenant would result in the failure to satisfy one or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any more of the conditions set forth in Section 3.1 7.1 or Section 3.2 would not 7.2, and (B) such breach shall be satisfied; provided, thatincapable of being cured or, if such inaccuracy in such representations and warranties capable of being cured, shall not have been cured within five (5) business days after written notice thereof shall have been given to the Company, or (ii) by the Company, if (A) there shall have been a breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach Parent or Merger Sub of any of its their representations, warranties, covenants or agreements contained in this Agreement and there has been a material Agreement, which breach would result in the failure to satisfy one or more of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 8.1 or Section 3.2.2 would not 8.2, and (y) such breach shall be satisfied; provided, thatincapable of being cured or, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise capable of its commercially reasonable effortsbeing cured, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is shall not have been cured within 30 five (5) business days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)thereof shall have been given to Parent.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by the mutual written consent of Contributing Party the Company and of Companythe Purchaser; 10.1.2 (b) by Contributing Party either the Company or Company the Purchaser, if the Closing shall not have been consummated by April 30, 2013 for any reason; provided, however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party whose action or failure to act has not occurred by January 31, 2010been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement; 10.1.3 (c) by Contributing Party either Company or Company if: (a) there is the Purchaser, if a final nonappealable order governmental entity shall have issued an order, decree or ruling or taken any other action after the date hereof, in any case having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; Closing, which order, decree, ruling or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalother action shall have become final and non-appealable; 10.1.4 (d) by Company if it is not in material breach of any of its representationsthe Company, warranties, covenants or agreements contained in this Agreement and there has been upon a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Purchaser set forth in this Agreement, or if any representation or warranty of Contributing Party has the Purchaser shall have become untrue, or in any either case if any of such that the conditions set forth in Section 3.1 5.1 or Section 3.2 5.2 would not be satisfied; satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that, that if such inaccuracy in such the Purchaser’s representations and warranties or breach by Contributing Party the Purchaser is curable by the Purchaser through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 7.2(d) for thirty (30) days after the date delivery of written notice from the Company to the Purchaser of such breach, provided the Purchaser continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (but no cure period will be required for a breach which by its nature canit being understood that the Company may not be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in terminate this Agreement and there has been pursuant to this paragraph (d) if such breach or inaccuracy by the Purchaser is cured during such thirty (30) day period); (e) by the Purchaser upon a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 3.2.1 4.1 or Section 3.2.2 4.2 would not be satisfied; satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that, that if such inaccuracy in the Company's ’s representations and warranties or breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, then Contributing Party the Purchaser may not terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 7.2(e) for thirty (30) days after the date delivery of written notice from Contributing Party the Purchaser to the Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (but no it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (e) if such breach or inaccuracy by the Company is cured during such thirty (30)-day period); or (f) by the Purchaser, if a Material Adverse Effect has occurred prior to the Closing with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement under this Section 7.2(f) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such Material Adverse Effect, provided the Company continues to exercise commercially reasonable efforts to cure period will be required for a breach which by its nature cansuch Material Adverse Effect (it being understood that the Purchaser may not be curedterminate this Agreement pursuant to this paragraph (f) if such Material Adverse Effect is cured during such thirty (30)-day period).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party Closing (whether before or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation after approval of the transactions contemplated principal terms of the Merger by the Company's shareholders): by Parent if any of the Company's representations and warranties contained in this Agreement; Agreement shall be inaccurate as of the date hereof or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable date subsequent to the Agreement after the date of this Agreement by (as if made on such subsequent date, except for representations and warranties made as to a specific date) such that any Governmental Body that condition set forth in Section 6.1 would make consummation not be satisfied, or if any of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, Company's covenants or agreements obligations contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or breached in any case if any of respect such that the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Contributing Party the Company is curable by the Company through the exercise use of commercially reasonable effortsefforts within 10 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the "Company Cure Period"), then Company Parent may not terminate this Agreement under this Section 10.1.4 only 8.1(a) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(a) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from the Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedCure Period); or 10.1.5 by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements Parent's representations and warranties contained in this Agreement shall be inaccurate as of the date hereof or any date subsequent to the date of this Agreement (as if made on such subsequent date, except for representations and there has been warranties made as to a material breach specific date) such that any condition set forth in Section 7.1 would not be satisfied, or if any of any representation, warranty, covenant or agreement Parent's covenants and obligations contained in this Agreement on the part of Company shall have been breached in any respect such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 7.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's any of the representations and warranties of Parent as of a date subsequent to the date of this Agreement or a breach of a covenant or obligation by Company Parent is curable by Company Parent through the exercise use of its commercially reasonable effortsefforts within 10 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the "Parent Cure Period"), then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 8.1(b) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(b) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); by Parent if the breach is Closing has not cured within 30 days after taken place on or before November 15, 2003 (other than as a result of any failure on the date part of written notice from Contributing Party Parent to comply with or perform any covenant or obligation of Parent set forth in this Agreement); by the Company if the Closing has not taken place on or before November 15, 2003 (other than as a result of any failure on the part of one of the Acquired Corporations or any of the shareholders of the Company to comply with or perform any covenant or obligation of such breach (but no cure period will be required for a breach which Acquired Corporation as set forth in this Agreement); or by its nature cannot be cured)the mutual written consent of Parent and the Company.

Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated and the Contemplated Transactions abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Ashland and of CompanyBuyer; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation by Ashland if (i) Buyer shall have breached or order enacted, promulgated or issued or deemed applicable failed to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of perform any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.3 and there has (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been a cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to perform or any shorter period of any representation, warranty, covenant time that remains between the date of such written notice and the End Date or agreement contained in this Agreement on the part of Contributing Party, or (ii) if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the date the Closing should have occurred pursuant to Section 3.1 or and the Company stood ready and willing to consummate during such period (it being understood that, during such period of five Business Days following the date the Closing should have occurred pursuant to Section 3.2 would 3.1, Buyer shall not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may entitled to terminate this Agreement under this pursuant to Section 10.1.4 only 8.1(e)(ii)); (c) by Buyer if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of i) Ashland shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure to perform (x) would result in the failure of a condition set forth in Section 4.1 or 4.2 and there has (y) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been a material cured within thirty (30) days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of any representation, warranty, covenant or agreement contained in this Agreement time that remains between the date of such written notice and the End Date. (d) by Buyer on the part circumstances contemplated by Section 7.3(b); or (e) by either Ashland or Buyer if (i) any of Company such that the conditions set forth in Section 3.2.1 4.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or Section 3.2.2 would enjoining the Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (ii) the Closing has not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may any party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before April 30, 2011 or such later date as the breach is not cured within 30 days after parties may agree upon (such date, the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured“End Date”).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at terminate upon the occurrence of any time prior to of the Closing:following events (each a "Termination Event"): 10.1.1 by (i) the mutual written consent of Contributing Party the Company and of Companya Majority in Interest; 10.1.2 (ii) the Confirmation Order shall not have been entered by Contributing Party the Bankruptcy Court on or Company if before November 15, 2003; (iii) the Closing has Effective Date shall not have occurred by on or before January 31, 20102004; 10.1.3 by Contributing Party (iv) a trustee, responsible officer, or Company if: an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Section 1106 of the transactions contemplated by this Agreement; Bankruptcy Code shall have been appointed under Section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases; (bv) there is the Chapter 11 Cases shall have been converted to cases under Chapter 7 of the Bankruptcy Code; (vi) the Company shall have breached any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date material provision of this Agreement by any Governmental Body and (A) a Majority in Interest shall have provided written notice to the Company that would make consummation (1) the Company has breached a material provision of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured; (vii) the failure or nonoccurrence of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 3; (viii) the Plan is modified to provide for any terms that are materially adverse to the Purchasers or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations are materially inconsistent with the terms and warranties provisions of the Plan or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement; or 10.1.5 by Contributing Party if it (ix) the Company (i) submits an additional or further amended plan of reorganization or liquidation that is not in material breach materially adverse to the Purchasers or is materially inconsistent with the terms and provisions of any of its representations, warranties, covenants the Plan or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on (ii) moves to withdraw or withdraws the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Plan.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing Date as follows: 10.1.1 (a) by mutual written consent agreement of Contributing Party the Purchaser and of Companythe Seller; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to by the Agreement after Seller (provided that the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Seller is not then in material breach of any representation, warranty, covenant or other agreement contained herein for which the Purchaser shall have previously notified the Seller), if there has been a breach by the Purchaser of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, or any such representation and there warranty shall have become untrue, in any such case that Section 6.2 will not be satisfied and such breach or condition has not been a promptly cured within 30 days following receipt by the Purchaser of written notice of such breach; (c) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement on herein for which the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of Seller shall have previously notified the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, thatPurchaser), if such inaccuracy in such representations and warranties or there has been a breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach Seller of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement, or any such representation and there warranty shall have become untrue, in any such case that Section 6.3 will not be satisfied and such breach or condition has not been a promptly cured within 30 days following receipt by the Seller of written notice of such breach; (d) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at or prior to the Due Diligence Expiration Date, if the Purchaser is not satisfied with its due diligence review of the Business; (e) by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein) at any time prior to Closing, if a Material Adverse Effect event, condition or matter shall have occurred and be continuing at the time of any such termination; (f) by either the Seller or the Purchaser if any decree, injunction, judgment, order or other action by any court of competent jurisdiction, any arbitrator or any Governmental Entity preventing or prohibiting the consummation of the transactions contemplated hereby or the performance of the other material obligations of the Seller or the Purchaser under this Agreement on or the part Ancillary Agreements shall have become final and nonappealable (so long as the party seeking termination is not in breach of Company Section 5.5 hereof); (g) by the Purchaser, if the Bankruptcy Court has not entered the Section 363/365 Order within the time frame specified in Section 6.1(a), unless the Bankruptcy Court has not entered the Section 363/365 Order within such time frame due to the failure of the Purchaser to perform or observe in all material respects the covenants and agreements of the Purchaser set forth herein; provided, however, that if the conditions Bankruptcy Court has not entered the Section 363/365 Order within the time frame specified in Section 6.1(a), and the Purchaser does not exercise its right by written notice to terminate this Agreement pursuant to this Section 7.1(g) within one (1) Business Day of the failure of this condition, then the date specified in Section 6.1(a) shall be extended for thirty (30) days. If the Purchaser does not exercise its right to terminate this Agreement by written notice pursuant to Section 7.1(g) within one (1) Business Day after such thirty (30) day extended period, the Purchaser shall be deemed to have irrevocably waived (x) its right to terminate this Agreement pursuant to this Section 7.1(g) and (y) the condition set forth in Section 3.2.1 6.1(a) of this Agreement; (h) subject to the Purchaser's rights under Section 5.7 of this Agreement, by the Seller if its Board of Directors approves or recommends one or more Alternative Transactions in accordance with the Bidding Procedures set forth in Section 3.2.2 would 5.2 of this Agreement and the Bidding Procedures Order; (i) provided the terminating party is not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise default of its commercially reasonable efforts, then Contributing Party may terminate this Agreement obligations under this Section 10.1.5 only Agreement, by either the Seller or the Purchaser if the breach Closing shall not have occurred on or prior to the date that is not cured within 30 sixty (60) days after the date of written notice from Contributing Party entry of such breach the Section 363/365 Order on the docket of the Bankruptcy Court; (but no cure period will be required for a breach which j) providing the Purchaser is not in default of its obligations under this Agreement, by the Purchaser pursuant to Section 5.11(a); or (k) provided the terminating party is not in default of its nature canobligations under this Agreement, by either the Seller or the Purchaser if the Closing shall not be cured)have occurred on or prior to October 15, 2002.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Alpha and of CompanyParent; 10.1.2 (b) by Contributing either Alpha or Parent by giving written notice to the other Party or Company if the Closing has shall not have occurred by January 31April 30, 20102014 (the “Outside Date”), unless extended by written agreement of Alpha and Parent; provided that a Party shall not be permitted to terminate pursuant to this subsection (b) if such Party (including, in the case of Parent, Rice Drilling) is in default or breach hereunder; and provided, further, that the right to terminate this Agreement under this subsection (b) shall not be available to any Party (including, in the case of Parent, Rice Drilling) whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; 10.1.3 (c) by Contributing either Alpha or Parent, by giving written notice to the other Party if such other Party (including, in the case of Parent, Rice Drilling) has breached its representations, warranties, covenants, agreements or Company if: (aother obligations hereunder in a manner that would reasonably be expected to result in a failure of any condition to effect the Closing set forth in Article VI of the Party giving notice pursuant to this Section 8.1(c) there is a final nonappealable order and, except in the case of a breach of Rice Drilling’s and Parent’s obligations to effect the Closing and issue the Alpha Shares in accordance with the terms of Article II, such breach (i) cannot be cured by the Outside Date, or (ii) if capable of being cured by the Outside Date, shall not have been cured within thirty (30) days following delivery of written notification of such breach by the Party seeking termination pursuant to this Section 8.1(c); provided, however, that in each case, the Party seeking termination pursuant to this Section 8.1(c) is not then in breach of any representation, warranty, agreement or covenant contained in this Agreement such that a condition set forth in Article VI would not be satisfied; or (d) by either Alpha or Parent by giving written notice to the other Party if any Governmental Body in effect Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; , and such order, decree, ruling or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would other action shall not be satisfiedsubject to appeal or shall have become final and unappealable; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach subsection (but no cure period will be required for a breach which by its nature cand) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not (including, in material the case of Parent, Rice Drilling) whose breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representationresulted in such order, warrantydecree, covenant ruling or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)other Action.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated at and the transactions contemplated herein may be abandoned: (a) by mutual consent of the parties hereto; (b) after six months from the date hereof by any time prior party by notice to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company other party if the Closing shall not have been consummated on or prior to such date; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available if such failure to consummate the Closing results primarily from a breach by the terminating party of any representation, warranty or covenant contained in this Agreement; (c) by Purchaser upon written notice to Seller if any event occurs or condition exists that would render impossible the satisfaction of one or more conditions to the obligations of Purchaser to consummate the Closing contemplated by this Agreement as set forth in Article VII (other than as a result of a breach of this Agreement by Purchaser), and Purchaser has not occurred by January 31, 2010waived such condition; 10.1.3 (d) by Contributing Party Seller upon written notice to Purchaser if any event occurs or Company if: condition exists that would render impossible the satisfaction of one or more conditions to the obligations of Seller to consummate the Closing contemplated by this Agreement as set forth in Article VII (aother than as a result of a breach of this Agreement by Seller), and Seller has not waived such condition; or (e) there is by any party, if a final nonappealable order of a Governmental Body in effect permanently restrainingorder, decree or ruling enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of issued by (i) any representationfederal or state court in the United States having jurisdiction or (ii) any similar court or Governmental Authority (unless such order, warranty, covenant decree or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there ruling has been a material breach of any representationwithdrawn, warranty, covenant reversed or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedotherwise made inapplicable).

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by notice given prior to or at the Closing, be terminated: 10.1.1 6.1.1. by mutual written consent of Contributing Party and of Company; 10.1.2 Purchaser or by Contributing Party or Company the Equityholders if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a committed by the other Party and such breach has not been waived or cured within five days after receipt from the non-breaching Party of any representation, warranty, covenant or agreement contained in this Agreement on written notice specifying the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case breach; 6.1.2. (i) by Purchaser if any of the conditions set forth in Section 3.1 5.1 has not been satisfied as of the Closing Date or Section 3.2 would if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not be satisfied; providedwaived such condition on or before the Closing Date, thator (ii) by the Equityholders, if any of the conditions in Section 5.2 has not been satisfied as of the Closing Date or if satisfaction of such inaccuracy in a condition is or becomes impossible (other than through the failure of the Equityholders to comply with his obligations under this Agreement) and the Equityholders have not waived such condition on or before the Closing Date; 6.1.3. by Purchaser if the representations and warranties or breach by Contributing Party is curable through of the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if and/or the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements Equityholders contained in this Agreement and there has been shall not be true in any respect (without giving effect to any limitation as to "materiality," "Material Adverse Effect", "Material Adverse Change," or similar qualifying language set forth therein), except to the extent that any breach (either individually or in the aggregate with all other such breaches) would not reasonably be expected to have a material breach of any representation, warranty, covenant or agreement contained in this Agreement Material Adverse Effect on the part of Company and such that the conditions set forth in Section 3.2.1 untruth or Section 3.2.2 would incorrectness cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is has not been cured within 30 five days after the date giving of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).to the Company;

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party the Purchaser and of CompanyParent; 10.1.2 (b) by Contributing Party either the Purchaser or Company Parent if the Closing has shall not occurred have taken place by January 31, 20102003; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure of the Closing to have taken place by such date is attributable to a failure on the part of such party or any affiliate of such party to perform any covenant in this Agreement required to be performed by such party or such affiliate at or prior to the Closing Date; 10.1.3 (c) by Contributing Party either the Purchaser or Company if: (a) there is Parent if a court of competent jurisdiction or other Governmental Body shall have issued a final nonappealable order and non-appealable Order, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation the Transactions; (d) by the Purchaser if (i) any of the transactions contemplated by Sellers' representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement; , or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement by shall be disregarded), or (ii) any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, Sellers' covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on breached such that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Sellers is curable by the Sellers and the Sellers cure such inaccuracy or breach by Contributing Party is curable through the exercise within 10 days after receiving notice of commercially reasonable effortssuch inaccuracy or breach, then Company the Purchaser may not terminate this Agreement under this Section 10.1.4 only if 8.1(d) on account of such inaccuracy or breach, and provided, further, that in the breach is not cured within 30 days after event that at any time during the date of Pre-Closing Period Parent provides the Purchaser with a written notice from Company (the "Parent Breach Notice") (i) stating that one or more representations and warranties of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements the Sellers contained in this Agreement and there has been a material breach identified in such notice are or have become inaccurate, (ii) describing in reasonable detail the circumstances of any representationsuch inaccuracy, warranty, covenant or agreement contained in this Agreement on the part of Company such and (iii) confirming unequivocally that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company Purchaser is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may entitled to validly terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party 8.1(d) on account of such breach (but no cure period will be required for a breach which by its nature cannot be cured).inaccuracy, then

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyPurchaser; 10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010; 10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after date that is forty-five (45) days from the date of this Agreement by any Governmental Body (the “End Date”); provided, that would make consummation of the transactions contemplated by neither party may terminate this Agreement illegal; 10.1.4 by Company pursuant to this Section 9.1(b)(ii) if it such party is not in material breach of this Agreement; (c) by Sellers, if: (i) any of its representations, warranties, covenants the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or agreements contained (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.3(a) or Section 3.2 would 7.3(b) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Sellers may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(c) if the breach Sellers is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of this Agreement; or (d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers or Parent in this Agreement and there has been that, in either case, (x) would result in the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Sellers or Parent and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if the Purchaser is in material breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date, provided, however, that upon any such termination the surviving obligations of the Parties under the Letter of Intent, including the obligations of confidentiality and non-solicitation, shall continue in full force and effect in accordance with the terms of the Letter of Intent: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyC-CUBED; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company Parent if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyC-CUBED or any Stockholder and such breach would have a C-CUBED Material Adverse Effect and such breach has not been cured within ten business days after written notice to C-CUBED (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Federal is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Parent, if it is not C-CUBED, its board of directors or any Stockholder shall have (i) withdrawn, modified or amended in any material breach respect the approval of any of its representations, warranties, covenants or agreements contained in this Agreement and or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval); (d) by C-CUBED, if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Federal and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within ten business days after written notice to Parent (provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach that C-CUBED is not cured within 30 days after in material breach of the date terms of written notice from Contributing Party of such breach (but this Agreement, and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by C-CUBED, if C-CUBED accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its board of directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the directors’ fiduciary duty under the law of the Commonwealth of Virginia; (f) by C-CUBED, if Parent or Federal or their respective boards of directors shall have withdrawn, modified or amended in any material respect the approval of this Agreement or the transactions contemplated herein (provided, that neither C-CUBED nor any Stockholder is in material breach of the terms of this Agreement); (g) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of C-CUBED, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of C-CUBED or Parent or Federal as a result of the Transaction; or (h) by any party hereto if the Transaction shall not have been consummated by October 16, 2003, provided that the right to terminate this Agreement under this Section 9.1(h) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyPurchaser; 10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010; 10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after date that is ninety (90) days from the date of this Agreement by any Governmental Body (the “End Date”); provided, that would make consummation of the transactions contemplated by neither party may terminate this Agreement illegal; 10.1.4 by Company pursuant to this Section 9.1(b)(ii) if it such party is not in material breach of this Agreement; (c) by Sellers, if: (i) any of its representations, warranties, covenants the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or agreements contained (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.3(a), Section 7.3(b), or Section 3.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Sellers may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(c) if the breach any Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of this Agreement; or (d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement and there has been that, in either case, (x) would result in the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.2(a), Section 7.2(b) or Section 3.2.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if the Purchaser is in material breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or Buyer and Seller; (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to by the Agreement after Buyer (so long as the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Buyer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on the part of Contributing Party, or if in any representation or warranty contained in the Officer Certificate which would result in the failure of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would 6.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date notice of written notice the breach from Company of such breach the Buyer; (but c) by the Seller (so long as no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Buyer’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 6.2(a) or Section 3.2.2 would 6.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date notice of written notice breach from Contributing Party any Seller; (d) by the Buyer if there has been a Material Adverse Effect. (e) by either the Buyer or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other non-appealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; or (f) by the Buyer or the Seller if the Closing has not occurred (other than through the failure of such breach (but no cure period will be required for a breach which by party to comply fully with its nature cannot be cured)obligations under this Agreement) on or before October 31, 2012.

Termination Events. Except as provided in Section 10.2, this ​ This Agreement may be terminated and the transactions contemplated hereby may be abandoned: ​ (a) at any time, by mutual written agreement of the Securityholders’ Representative and Parent; or ​ (b) by Parent, at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party , if (i) the Company or Company if the Closing has not occurred by January 31Securityholders’ Representative is in breach, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingany material respect, enjoining or otherwise prohibiting consummation of the transactions contemplated representations, warranties or covenants made by it in this Agreement; or , (bii) there such breach is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable not cured within ten (10) days of written notice of such breach from Parent (to the Agreement after the date of this Agreement by any Governmental Body that extent such breach is curable) and (iii) such breach, if not cured, would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of render the conditions set forth in Section 3.1 6.2 incapable of being satisfied; or ​ (c) by the Securityholders’ Representative, at any time prior to the Closing, if (i) Parent or Merger Sub is in breach, in any material respect, of the representations, warranties or covenants made by it in this Agreement, (ii) such breach is not cured within ten (10) days of written notice of such breach from the Securityholders’ Representative (to the extent such breach is curable) and (iii) such breach, if not cured, would render the conditions set forth in Section 3.2 would 6.1 incapable of being satisfied; ​ (d) by written notice by either the Securityholders’ Representative or Parent to the other, at any time after February 15, 2021 if the Closing shall not be satisfiedhave occurred on or prior to such date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1(d) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Company action or inaction of such breach party (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not or in material breach the case of the Securityholders’ Representative, the Company) or any of its representations, warranties, covenants or agreements contained in this Agreement and there Affiliates has been a material principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; or ​ (e) by either Parent or the Securityholders’ Representative if any representationGovernmental Authority having competent jurisdiction has issued a final, warrantynon-appealable Order or taken any other action the effect of which is to permanently restrain, covenant enjoin or agreement contained in this Agreement on otherwise prohibit the part of Company such Contemplated Transactions; provided that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 9.1(e) shall not be available to such party if the breach is not cured within 30 days after the date of written notice from Contributing Party action or inaction of such breach party (but no cure period will be required for or in the case of the Securityholders’ Representative, the Company) or any of its Affiliates has been a principal cause of or resulted in such Order or action and such action or inaction constitutes a breach which by its nature cannot be cured).of this Agreement. ​ ​ ​

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party ▇▇▇▇▇▇ and of Company▇▇▇▇▇; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there by Buyer by written notice to Seller if: (i) Buyer is not then in material breach of any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, in accuracy or failure has not been cured by Seller within ten (10) days of Seller’s receipt of written notice of such breach from Buyer; or (ii) Any of the conditions set forth in Section 7.1 or Section 7.3 shall not have been, or if it becomes apparent that any such condition will not be, fulfilled by February 29, 2024 (the “Termination Date”), unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; provided, however, that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Body Authority, the Termination Date shall be automatically extended for an additional sixty (60) days; (c) by Seller by written notice to Buyer if: (i) Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would make give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, in accuracy or failure has not been cured by Buyer within ten (10) days of Buyer’s receipt of written notice of such breach from Seller; or (ii) Any of the conditions set forth in Section 7.2 or Section 7.3 shall not have been, or if it becomes apparent that any such condition will not be, fulfilled by the Termination Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; provided, however, that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Authority, the Termination Date shall be automatically extended for an additional sixty (60) days; or (d) by Buyer or Seller in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal; 10.1.4 illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by Company if it is not in material breach of any of its representationsthis Agreement, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has such Governmental Order shall have become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations final and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)non-appealable.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given before or at any time prior to the Closing, be terminated: 10.1.1 (a) by mutual written consent of Contributing Party Purchaser and of the Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Purchaser (so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement), if there has been a breach of any representationof the Company’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on Agreement, which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1(a) or Section 3.2 would not be satisfied; provided6.1(b), that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the which breach is not curable or, if curable, has not been cured within 30 days after the date of written notice of the breach has been delivered to the Company from Purchaser; provided that no such cure period shall be available or applicable to any breach by the Company of such breach Section 5.3 or Section 5.4(c); (but no cure period will be required for a breach which c) by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Company (so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement), if there has been a material breach of any representationof Purchaser’s and/or MergerSub’s representations, warrantywarranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach is not curable or, if curable, has not been cured within 30 days after written notice of the breach has been delivered to Purchaser from the Company; (d) by either the Company or Purchaser if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(d) will not be available to any party whose failure to fulfill any material covenant or agreement contained under this Agreement has been the cause of or resulted in the action or event described in this Agreement Section 7.1(d) occurring; (e) by Purchaser if the Closing has not occurred (other than through the failure of Purchaser to comply fully with its obligations under this Agreement) on or before June 23, 2022; provided, however, that in the part event that all of Company such that the conditions set forth in Section 3.2.1 6.2 have been fulfilled or waived prior to such date (other than those set forth in Section 3.2.2 would 6.2(c) and those to be satisfied simultaneously with the Closing), Purchaser, upon written notice to the Company, shall be entitled to extend such date for a period not be satisfiedto exceed an additional ninety (90) days; provided, thatfurther, if such inaccuracy however, that in the event Purchaser is seeking to specifically enforce the Company's representations and warranties ’s obligations contemplated by this Agreement or breach to prevent or cure breaches of Section 5.4(d) by Company is curable by Company through the exercise of its commercially reasonable effortsCompany, then Contributing Party such date (as extended, as applicable) shall be extended to the date that is ten (10) Business Days subsequent to the date that any such proceedings related to Purchaser’s efforts are finally judicially determined and are no longer subject to appeal. In the event that the Closing Date shall not have occurred on or before such date (as extended, as applicable), then Purchaser may terminate this Agreement upon written notice to the Company; (f) by the Company if the Closing has not occurred (other than through the failure of the Company to comply fully with its obligations under this Agreement) on or before June 23, 2022; provided, however, that in the event that all of the conditions set forth in Section 10.1.5 only 6.2 have been fulfilled or waived prior to such date (other than those set forth in Section 6.2(c) and those to be satisfied simultaneously with the Closing), the Company, upon written notice to Purchaser, shall be entitled to extend such date for a period not to exceed an additional ninety (90) days; provided, further, however, that in the event the Company is seeking to specifically enforce Purchaser’s obligations contemplated by this Agreement or to prevent or cure breaches of Section 5.4(d) by Purchaser, then such date (as extended, as applicable) shall be extended to the date that is ten (10) Business Days subsequent to the date that any such proceedings related to the Company’s efforts are finally judicially determined and are no longer subject to appeal. In the event that the Closing Date shall not have occurred on or before such date (as extended, as applicable), then the Company may terminate this Agreement upon written notice to Purchaser; or (g) by Purchaser if the breach is Company does not cured within 30 days deliver to Purchaser (i) the Stockholder Written Consent on or prior to 7:00 a.m. Eastern time the day following the execution and delivery of this Agreement or (ii) the Second Stockholder Written Consent on or prior to the twentieth (20th) day after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual the written consent of Contributing Party the Company and of CompanyConstellation; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) by the Company upon written notice to Constellation if there is has been a material breach by Constellation of any statutecovenant, rulerepresentation, regulation or order enacted, promulgated or issued or deemed applicable warranty contained in this Agreement such that the conditions to the Agreement after Closing contained in Section 3.5(a)(i) or Section 3.5(a)(ii) cannot be satisfied, except that (i) if such material breach is capable of being cured by the date of Drop Dead Date, the Company will not be entitled to terminate this Agreement pursuant to this Section 9.1(b) prior to the delivery by any Governmental Body that would make consummation the Company to Constellation of written notice thereof, delivered at least twenty (20) days prior to such termination (or such shorter period of time as remains prior to the transactions contemplated by Drop Dead Date), stating the Company’s intention to terminate this Agreement illegal; 10.1.4 by pursuant to this Section 9.1(b) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement if such material breach has been cured prior to such termination and (ii) the right to terminate this Agreement pursuant to this Section 9.1(b) will not be available to the Company if it is not then in material breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a which breach of any representation, warranty, covenant or agreement contained in this Agreement on would give rise to the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any failure of the conditions set forth in Section 3.1 or Section 3.2 would 3.5(b); (c) by the Company if Constellation has not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through delivered the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured Constellation Stockholder Approval within 30 days 48 hours after the date execution of written notice from Company of such breach this Agreement; (but no cure period will be required for a breach which d) by its nature cannot be cured); or 10.1.5 by Contributing Party if it Constellation (so long as Constellation is not then in material breach of any provision of this Agreement) upon written notice to the Company if the Company has breached, violated or failed to perform or there is any inaccuracy of or untruth in any of its respective representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions to the Closing contained in Section 3.5(b)(i) or Section 3.5(b)(ii) cannot be satisfied, except that (i) if such material breach is capable of being cured by the Drop Dead Date, Constellation will not be entitled to terminate this Agreement pursuant to this Section 9.1(d) prior to the delivery by Constellation to the Company of written notice thereof, delivered at least twenty (20) days prior to such termination (or such shorter period of time as remains prior to the Drop Dead Date), stating Constellation’s intention to terminate this Agreement pursuant to this Section 9.1(d) and there the basis for such termination, it being understood that Constellation will not be entitled to terminate this Agreement if such material breach has been a material cured prior to such termination and (ii) the right to terminate this Agreement pursuant to this Section 9.1(d) will not be available to Constellation if it is then in breach of any representation, warranty, covenant or agreement contained in provision of this Agreement on which breach would give rise to the part failure of Company such that the conditions set forth in Section 3.2.1 3.5(a); or (e) by either the Company, on one hand, or Section 3.2.2 would not be satisfied; providedConstellation, thaton the other hand, if such inaccuracy any of the conditions to the Closing set forth in Company's representations and warranties or breach Section 3.5 have not been satisfied by Company is curable by Company through March 31, 2026 (the exercise of its commercially reasonable efforts“Drop Dead Date”), then Contributing Party may it being understood that the right to terminate this Agreement under pursuant to this Section 10.1.5 only if the 9.1(e) will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach is not cured within 30 days after the date of written notice from Contributing by such Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement) has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred prior to the Drop Dead Date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party Parent if there has been a material breach of any representation or warranty that does not include a Materiality Qualification or a breach of any representation and warranty which includes a Materiality Qualification (after giving effect to any such Materiality Qualification) or a material breach of any covenant or agreement contained in this Agreement on the part of the Company, any Stockholder or the Voting Trustee and such breach has not been cured within 10 Business Days after written notice to the Company (provided that neither Parent nor Federal is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured with such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied; (c) by the Company if there has been a material breach of any representation or warranty that does not include a Materiality Qualification or a breach of any representation and warranty which includes a Materiality Qualification (after giving effect to any such Materiality Qualification) or a material breach of any covenant or agreement contained in this Agreement on the Closing part of Parent, Federal or Purchaser and such breach has not occurred been cured within 10 Business Days after written notice to Parent (provided, that neither the Company nor any Stockholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied; 10.1.3 (d) by Contributing any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (bii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material breach portion of any the capital stock or assets of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Parent, Federal or warranty Purchaser to dispose of Contributing Party has become untrue, or in any case if any hold separate all or a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company, Parent, Purchaser or Federal as a result of the Transaction; or (e) by any Party if the Transaction shall not be satisfied; providedhave been consummated by April 1, that2006, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose material breach of any of its representations, warranties, covenants representation or agreements contained in warranty (disregarding any Materiality Qualifications thereto) or failure to fulfill any material obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing Date as follows: 10.1.1 by (a) By the mutual written consent of Contributing Party the Company and of CompanyParent; 10.1.2 (b) (i) By Parent if there has been a material breach of any representation or warranty set forth in this Agreement on the part of Sellers which is incapable of being, or is not, cured within ten (10) calendar after written notice from Parent to the Company of such breach (or in any event prior to the Closing Date), and (ii) by Contributing Party the Company if there has been a material breach of any representation or warranty set forth in this Agreement on the part of Parent or Buyer which is incapable of being, or is not, cured within ten (10) calendar days after notice from the Company to Parent of such breach (or in any event prior to the Closing Date). (c) (i) By Parent if there has been a material breach of any covenant or agreement set forth in this Agreement on the part of the Company or the Owners which is incapable of being, or is not, cured (other than by mere disclosure of the breach) within ten (10) calendar days after written notice from Parent to the Company of such breach (or in any event prior to the Closing Date), and (ii) by the Company if there has been a material breach of any covenant or agreement set forth in this Agreement on the part of Parent or Buyer which is incapable of being, or is not, cured (other than by mere disclosure of the breach) within ten (10) calendar days after written notice from the Company to Parent of such breach (or in any event prior to the Closing Date); (d) By either Parent or the Company if the Closing has Date shall have not occurred by January on or before October 31, 20102006 unless the same shall have been extended by a written amendment to this Agreement as provided in accordance with Section 14.1 hereunder; provided that Parent or the Company may terminate this Agreement pursuant to this subsection (d) only if Closing shall not have occurred by such date for a reason other than a failure by such party to satisfy the conditions to Closing of the other party set forth in Article VIII or Article IX hereof; 10.1.3 by Contributing Party (e) By Parent or Company if: (a) there the Company, if any permanent injunction or final non-appealable order or decree of any court of competent jurisdiction and authority is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting which would prevent the consummation of the transactions contemplated by this Agreement; or and (bf) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, thatBy Parent, if such inaccuracy in such representations and warranties or breach the Acquired Assets do not have a collateral value of at least $4,000,000 as determined by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Parent’s lenders.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated by written notice given at any time prior to the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation by mutual consent of the transactions contemplated by this Agreement; or Purchaser and the Seller; (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to by the Agreement after Purchaser (so long as the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Purchaser is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a breach of any representationof the Seller’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 7.1(a) or Section 3.2 would 7.1(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach cured by Contributing Party the earlier of (i) the date that is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 thirty (30) days after the date notice of written notice the breach from Company of such breach the Purchaser and (but no cure period will be required for a breach which ii) the End Date; (c) by its nature cannot be cured); or 10.1.5 by Contributing Party if it the Seller (so long as the Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and Agreement) if there has been a material breach of any representationof the Purchaser’s representations, warrantywarranties, covenant covenants or agreement agreements contained in this Agreement on which would result in the part failure of Company such that the conditions a condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b), and which breach has not been cured or cannot be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach cured by Company the earlier of (i) the date that is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 thirty (30) days after the date notice of written notice breach from Contributing Party the Seller and (ii) the End Date; (d) by the Purchaser if there has been a Material Adverse Effect; (e) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of such breach restraining, enjoining or otherwise prohibiting the Proposed Transactions; (but no cure period will be required for a breach which f) by its nature canthe Purchaser if the Closing has not be cured)occurred on or before the End Date, provided that the Purchaser’s failure to perform in any material respect any of their covenants or agreements contained in this Agreement has not been the cause of or resulted in the failure of the Closing to occur on or before the End Date; or (g) by the Seller if the Closing has not occurred on or before the End Date, provided that the Seller’s failure to perform in any material respect any of their respective covenants or agreements contained in this Agreement has not been the cause of or resulted in the failure of the Closing to occur on or before the End Date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Lessee and of CompanyPurchaser; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statuteby Purchaser, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been upon a breach of any representation, warranty, covenant covenant, obligation or agreement contained in this Agreement on the part of Contributing PartyLessee set forth in this Agreement, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 6.2(a) or 6.2(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice of such breach to Lessee; (c) by Lessee, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Purchaser, such that the conditions set forth in Section 3.2.2 6.3(a) or 6.3(b) are not satisfied or would not be satisfied; providedincapable of being satisfied within 30 days after the giving of written notice of such breach to Purchaser; (d) by either Lessee or Purchaser if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, thatorder, if such inaccuracy in Company's representations and warranties judgment or breach by Company is curable by Company through other decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the exercise consummation of its commercially reasonable effortsthe transactions contemplated hereby, then Contributing Party may provided that the party seeking to terminate this Agreement under this Section 10.1.5 only clause (d) is not then in material breach of this Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; (e) by either Lessee or Purchaser if the breach is Transaction Agreement shall have been terminated in accordance with its terms; and (f) automatically if the Transaction has not cured been consummated within 30 days after six months from the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may ------------------ be available to the parties by law or under this Agreement, this Agreement may terminated and the transactions contemplated herein may be terminated at any time prior to the Closingabandoned: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe parties hereto; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statuteby Buyers or Sellers, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would 6.1 shall have become incapable of fulfillment, and shall not be satisfied; provided, that, if such inaccuracy have been waived in such representations and warranties or breach writing by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may party seeking to terminate this Agreement under this Section 10.1.4 only 10.1(b); (c) by Buyers if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 6.2 shall have become incapable of fulfillment, and shall not have been waived in writing by Buyers; (d) by Buyers or Section 3.2.2 would Sellers, by written notice to the other if the Closing shall not be satisfiedhave been consummated on or before November 21, 2001, unless extended by written agreement of the parties hereto; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may -------- ------- right to terminate this Agreement under this Section 10.1.5 only 10.1(d) shall not be available to any party that (i) has not used, in accordance with Section 5.2, reasonable efforts to consummate and make effective the transactions contemplated by this Agreement or (ii) has breached this Agreement; (e) by Buyers, if all of the breach is conditions set forth in Section 6 shall have been satisfied, Buyers shall be ready, willing and able to complete the Closing, and Sellers shall not cured within 30 have made the deliveries required by Section 7.3 on or before ten (10) days after following the date designated for Closing pursuant to Section 7.1; and (f) by Sellers, if all of written notice from Contributing Party of such breach the conditions set forth in Section 6 shall have been satisfied, Sellers shall be ready, willing and able to complete the Closing, and Buyers shall not 76 have made the deliveries required by Section 7.2 on or before ten (but no cure period will be required 10) days following the date designated for a breach which by its nature cannot be cured)the Closing pursuant to Section 7.1.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party ▇▇▇▇▇▇ and of Company▇▇▇▇▇; 10.1.2 (b) by Contributing either Seller or Buyer by giving written notice to the other Party or Company if the Closing has shall not have occurred by January 31the date which is one hundred and twenty (120) days following the Execution Date (the “Termination Date”), 2010; 10.1.3 unless extended by Contributing Party or Company if: written agreement of Seller and Buyer; provided that if five (a5) there is a final nonappealable order of a Governmental Body in effect permanently restrainingdays prior to the Termination Date, enjoining or otherwise prohibiting consummation all of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable conditions to the Agreement after Closing in Article VII have been satisfied or waived, other than any of the conditions in Section 7.1(a) (solely if the Governmental Order or other Law relates to any Antitrust Law) or Section 7.1(b) and conditions to be satisfied at the Closing (so long as such conditions remain capable of being satisfied), the Termination Date shall automatically be extended for an additional sixty (60) days, which later date of shall thereafter be deemed the Termination Date; provided, further, that the right to terminate this Agreement by under this Section 9.1(b) shall not be available to any Governmental Body that would make consummation Party if such failure of the transactions contemplated Closing to occur by this Agreement illegal; 10.1.4 by Company if it is not in the Termination Date was primarily due to the material breach or violation of any of its the representations, warranties, covenants or agreements contained in this Agreement and there has been a breach by such Party; provided, further, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any Party during the pendency of any representation, warranty, covenant or agreement contained in proceeding for specific performance of this Agreement on provided by Section 8.1, and in such case, the part Termination Date shall automatically be extended following completion of Contributing such proceeding such that the Termination Date shall be five (5) Business Days following the completion of such proceeding; (c) by either Seller or Buyer by giving written notice to the other Party if such other Party has breached its representations, warranties, covenants, agreements or other obligations hereunder in a manner that would reasonably be expected to cause any condition of such Party giving notice set forth in Article VII not to be satisfied and such breach has not been cured within the earlier of (x) the Termination Date and (y) thirty (30) days after written notification thereof by the Party seeking termination hereunder; (d) by either Seller or Buyer by giving written notice to the other Party if any Governmental Authority shall have issued, entered, enacted or promulgated a Governmental Order or other Law or taken any other action permanently restraining, enjoining or otherwise prohibiting or making unlawful the consummation of any of the transactions contemplated by this Agreement, and such Governmental Order, Law or other action shall not be subject to appeal or shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party if such Governmental Order, Law or other action was primarily due to the material breach by such Party of any of its obligations hereunder; or (e) by either Party, or pursuant to Section 6.17. (f) by Seller (i) by giving written notice to Buyer (A) if any representation or warranty of Contributing Party has become untrue, or in any case if any of all the conditions set forth in Section 3.1 7.1 and Section 7.3 have been satisfied or waived (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date) and (B) Buyer does not consummate the Closing when the Closing is required to occur pursuant to Section 3.2 would not be satisfied; provided, that, if 2.3 and (ii) such inaccuracy in such representations and warranties or breach by Contributing Party is curable through failure to consummate the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach Closing is not cured within 30 days after five (5) Business Days of the date of written notice from Company of such breach (but no cure period will be the Closing is required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)to occur.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at terminate upon the occurrence of any time prior to of the Closing:following events (each a “Termination Event”): 10.1.1 by (i) the mutual written consent of Contributing Party the Company and of Companya Majority in Interest; 10.1.2 (ii) the Confirmation Order shall not have been entered by Contributing Party the Bankruptcy Court on or Company if the Closing has not occurred by January 31before November 15, 20102003; 10.1.3 by Contributing Party (iii) the Effective Date shall not have occurred on or Company if: before December 15, 2003; (iv) a trustee, responsible officer, or an examiner with powers beyond the duty to investigate and report, as set forth in subclauses (3) and (4) of clause (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation Section 1106 of the transactions contemplated by this Agreement; Bankruptcy Code shall have been appointed under Section 1104 or 105 of the Bankruptcy Code for service in the Chapter 11 Cases; (bv) there is the Chapter 11 Cases shall have been converted to cases under Chapter 7 of the Bankruptcy Code; (vi) the Company shall have breached any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date material provision of this Agreement by any Governmental Body and (A) a Majority in Interest shall have provided written notice to the Company that would make consummation (1) the Company has breached a material provision of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has (2) sets forth the provisions of this Agreement that have been breached; provided that the Company hereby agrees to waive the requirement (if any) that the Automatic Stay be lifted in connection with giving such notice (and not to object to any Purchaser seeking to lift the Automatic Stay in connection with giving such notice, if necessary), and (B) a ten (10) day cure period with respect to such breach shall have occurred and such breach shall remain uncured; (vii) the failure or nonoccurrence of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 3; (viii) the Plan is modified to provide for any terms that are materially adverse to the Purchasers or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations are materially inconsistent with the terms and warranties provisions of the Plan or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement; or 10.1.5 by Contributing Party if it (ix) the Company (i) submits an additional or further amended plan of reorganization or liquidation that is not in material breach materially adverse to the Purchasers or is materially inconsistent with the terms and provisions of any of its representations, warranties, covenants the Plan or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on (ii) moves to withdraw or withdraws the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Plan.

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated By notice given at any time prior to the Closing, subject to Section 9.2, this Agreement may be terminated as follows: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is by Buyer, if a final nonappealable order material Breach of any provision of this Agreement has been committed by Seller, unless such Breach shall be due to a Governmental Body in effect permanently restrainingBreach by Buyer, enjoining or otherwise prohibiting consummation that would give rise to the failure of any of the transactions contemplated conditions specified in Article 7 and such Breach has not been cured by this Agreement; or Seller within 20 days of Seller’s receipt of written notice of such Breach from Buyer; (b) there is by Seller, if a material Breach of any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date provision of this Agreement has been committed by any Governmental Body Buyer, unless such Breach shall be due to a Breach by Seller, that would make consummation of give rise to the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach failure of any of its representationsthe conditions specified in Article 8 and such Breach has not been cured by Buyer within 20 days of Buyer’s receipt of written notice of such Breach from Seller; (c) by Buyer, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 Article 7 shall not have been, or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company it becomes apparent that any of such breach (but no cure period conditions will not be, fulfilled by December 31, 2018, unless such failure shall be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach due to the failure of Buyer to perform or comply with any of its representations, warranties, the covenants or agreements contained in this Agreement and there has been a material breach hereof to be performed or complied with by it prior to the Closing; (d) by Seller, if any of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 Article 8 shall not have been, or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party it becomes apparent that any of such breach conditions will not be, fulfilled by December 31, 2018, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants or agreements hereof to be performed or complied with by it prior to the Closing; or (but no cure period will be required for a breach which e) by its nature cannot be cured)mutual consent of Buyer and Seller.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party ▇▇▇▇▇▇ and of Company▇▇▇▇▇; 10.1.2 (b) by Contributing either Seller or Buyer by giving written notice to the other Party or Company if the Closing has shall not have occurred by January 31, 2010; 10.1.3 by Contributing Party on or Company if: before the date that is nine (a9) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after months following the date of this Agreement (the “Termination Date”); provided, that (i) if on such date, the conditions to Closing set forth in Section 7.1(a), Section 7.1(b), Section 7.1(c), or Section 7.1(d) have not been satisfied but all other conditions to Closing set forth in Section 7.1, Section 7.2 and Section 7.3 shall be satisfied or waived (in writing) or shall be capable of being satisfied or waived on such date, then the Termination Date shall be automatically extended by six (6) months, without any Governmental Body that would make consummation action on the part of the transactions Parties, and such date shall become the “Termination Date” for the purposes of this Agreement, and (ii) if on the date contemplated by the foregoing sub-clause (i), the conditions to Closing set forth in Section 7.1(a), Section 7.1(b), Section 7.1(c), or Section 7.1(d) have not been satisfied but all other conditions to Closing set forth in Section 7.1, Section 7.2 and Section 7.3 shall be satisfied or waived (in writing) or shall be capable of being satisfied or waived on such date, then the Termination Date shall be automatically extended by an additional three (3) months, without any action on the part of the Parties, and such date shall become the “Termination Date” for the purposes of this Agreement; provided, that the right to terminate this Agreement illegal; 10.1.4 under this subsection (b) shall not be available to any Party if such failure of the Closing to occur by Company if it is not in material the Termination Date was primarily due to the breach or violation of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant by such Party; (c) by either Seller or agreement contained in this Agreement on Buyer by giving written notice to the part of Contributing Party, or other Party if any representation or warranty of Contributing such other Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of breached any of its representations, warranties, covenants or agreements contained hereunder in this Agreement and there has been a material breach manner that would reasonably be expected to cause any condition of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions Party giving notice set forth in Section 3.2.1 Article VII not to be satisfied and such breach has not been cured within the earlier of thirty (30) days after written notification thereof by the Party seeking termination hereunder and the Termination Date; or (d) by either Seller or Section 3.2.2 would Buyer by giving written notice to the other Party if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be satisfiedsubject to appeal or shall have become final and unappealable; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only subsection (d) shall not be available to any Party if such order, decree, ruling or other Action was primarily due to the breach is not cured within 30 days after the date of written notice from Contributing Party failure of such breach (but no cure period will be required for a breach which by Party to perform any of its nature cannot be cured)obligations hereunder.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by Notice given prior to or at the Closing, be terminated: 10.1.1 16.1.1 by mutual written consent of Contributing Party Buyer and of CompanySellers; 10.1.2 16.1.2 (i) by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case Buyer if any of the conditions set forth in Section 3.1 10 hereof have not been satisfied as of the Closing Date or Section 3.2 would if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not be satisfied; waived such condition on or before the Closing Date, provided, that, however that any such condition relating to a Breach prior to the Closing Date shall be a cause for termination of this Agreement only if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature Breach cannot be cured)or has not been cured within thirty (30) days after giving Notice of Breach to Sellers, such Notice to be given promptly after Buyer becomes aware of such Breach; or 10.1.5 or (ii) by Contributing Party Sellers, if it is not in material breach of any of its representationsthe conditions in Section 11 hereof have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date, warrantiesprovided, covenants or agreements contained in however that any such condition relating to a Breach prior to the Closing Date shall be a cause for termination of this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, only if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature Breach cannot be cured).or has not been cured within thirty (30) days after giving Notice of Breach to Buyer, such Notice to be given promptly after Sellers becomes aware of such Breach;

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual the written consent of Contributing Party the Company and of Companythe Contributors’ Representative; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) by the Company upon written notice to CCCI and Contributors’ Representative if there is has been a material breach by Contributors or CCCI of any statutecovenant, rulerepresentation, regulation or order enacted, promulgated or issued or deemed applicable warranty contained in this Agreement such that the conditions to the Agreement after Closing contained in Section 3.5(a)(i) or Section 3.5(a)(ii) cannot be satisfied, except that (i) if such material breach is capable of being cured by the date of Drop Dead Date, the Company will not be entitled to terminate this Agreement pursuant to this Section 10.1(b) prior to the delivery by any Governmental Body that would make consummation the Company to the Contributors’ Representative of written notice thereof, delivered at least twenty (20) days prior to such termination (or such shorter period of time as remains prior to the transactions contemplated by Drop Dead Date), stating the Company’s intention to terminate this Agreement illegal; 10.1.4 by pursuant to this Section 10.1(b) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement if such material breach has been cured prior to such termination and (ii) the right to terminate this Agreement pursuant to this Section 10.1(b) will not be available to the Company if it is not then in material breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a which breach of any representation, warranty, covenant or agreement contained in this Agreement on would give rise to the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any failure of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach 3.5(b); (c) by Contributing Party the Contributors’ Representative (so long as neither Contributors nor CCCI is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any provision of this Agreement) upon written notice to the Company if the Company has breached, violated or failed to perform or there is any inaccuracy of or untruth in any of its respective representations, warranties, covenants or other agreements contained in this Agreement and there has been a material breach of any representationAgreement, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions to the Closing contained in Section 3.5(b)(i) or Section 3.5(b)(ii) cannot be satisfied and such breach has not been cured on or prior to the Drop Dead Date; (d) by either the Company, on one hand, or the Contributors’ Representative, on the other hand, if any of the conditions to the Closing set forth in Section 3.2.1 or 3.5 have not been satisfied by December 31, 2025 (the “Drop Dead Date”), it being understood that the right to terminate this Agreement pursuant to this Section 3.2.2 would 10.1(d) will not be satisfiedavailable to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred prior to the Drop Dead Date; providedor (e) by either the Company or CCCI, at any time prior to the Closing Date if, in the written opinion of counsel to the Party seeking termination pursuant to this Section 10.1(e), (i) any Order or other legal or regulatory restraint or prohibition imposed by a Governmental Authority of competent jurisdiction prevents the consummation of the Transactions is in effect, or any action has been taken by any Governmental Authority of competent jurisdiction, that, if in each case, prohibits, makes illegal or enjoins the consummation of the Transactions and has become final and non-appealable; or (ii) an Antitrust Law or Order will have been enacted, entered, enforced, or deemed applicable to the Transactions that prohibits, makes illegal or enjoins the consummation of the Transactions, and such inaccuracy in Company's representations Law or Order has become final and warranties or breach by Company is curable by Company through non-appealable, except that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under pursuant to this Section 10.1.5 only if the 10.1(e) will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach is not cured within 30 days after the date of written notice from Contributing by such Party of this Agreement) has been the primary cause of, or primarily resulted in, the issuance of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Law or Order.

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingThis Agreement may, enjoining or otherwise prohibiting consummation by written notice given before the Closing, be terminated as follows: (i) by mutual consent of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to Purchaser and the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegalSellers; 10.1.4 (ii) by Company if it the Purchaser (so long as the Purchaser is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement and Agreement), if (A) there has been a breach of any representationof the Sellers’ representations, warranty, covenant warranties or agreement covenants contained in this Agreement on which would result in the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any failure of the conditions set forth in Section 3.1 ‎Section 6.1(a) or Section 3.2 would not ‎Section 6.1(b), as applicable, to be satisfied; provided, that, if such inaccuracy in such representations and warranties or which breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is has not been cured within 30 ten (10) days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature has been delivered to the Sellers from the Purchaser or cannot be cured)cured by the Outside Date; oror (B) any other condition set forth in Section 6.1 remains unsatisfied by the Outside Date; 10.1.5 (iii) by Contributing Party if it is the Sellers (so long as the Sellers are not then in material breach of any of its their representations, warrantieswarranties or covenants contained in this Agreement), if (A) there has been a breach of any of the Purchaser’s representations, warranties or covenants or agreements contained in this Agreement and there has been which would result in the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 ‎Section 6.2(a) or Section 3.2.2 would ‎Section 6.2(b), as applicable, to be satisfied, and which breach has not been cured within ten (10) days after written notice of such breach has been delivered to the Purchaser from the Sellers or cannot be satisfiedcured by the Outside Date; or (B) any other condition set forth in ‎Section 6.2 remains unsatisfied by the Outside Date; (iv) by either the Purchaser or the Sellers, if there is in effect a Final Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only ‎Section 7.1(a)(iv) will not be available to any party whose failure to fulfill any covenant or obligation under this Agreement is the cause of or resulted in the action or event described in this ‎Section 7.1(a)(iv) occurring; (v) by the Purchaser if: (A) the Chapter 11 Cases are dismissed or converted into a case under Chapter 7 of the Bankruptcy Code; or (B) an examiner with expanded powers or trustee is appointed in the Chapter 11 Cases; and (vi) by the Sellers or Purchaser, if the breach Sellers enter into a definitive agreement with respect to an Alternative Transaction and the Bankruptcy Court enters an Order approving an Alternative Transaction and such Alternative Transaction closes. (b) This Agreement shall terminate automatically in the event that: (i) the Purchaser is not cured within 30 days after chosen at the date Auction to be the Successful Bidder or Backup Bidder; or (ii) the Purchaser is chosen at the Auction to be the Backup Bidder upon the expiration of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)the Backup Bid Expiration Date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 by (a) By the mutual written consent of Contributing Party Parent and of the Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is By Parent if (i) any statuterepresentation or warranty of the Company or the Equityholders’ Representative contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, rule, regulation or order enacted, promulgated shall have become inaccurate or issued or deemed applicable shall be breached as of a date subsequent to the Agreement after the date of this Agreement by (as if made on such subsequent date), such that the condition set forth in Section 8.02(a) would not be satisfied or (ii) any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements obligations of the Company or Equityholders contained in this Agreement and there has shall have been a breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, the Company or in any case if any the Equityholders’ Representative as of a date subsequent to the conditions set forth in Section 3.1 date of this Agreement or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties a breach of a covenant by the Company or breach by Contributing Party the Equityholders’ Representative is curable by the same through the exercise use of commercially reasonable effortsefforts during the 30-day period after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), then Company Parent may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company 11.01(b) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (but no cure period will be required for a breach which by its nature canit being understood that Parent may not be cured); or 10.1.5 by Contributing Party terminate this Agreement pursuant to this Section 11.01(b) if it Parent is not in material breach of this Agreement or if such breach by the Company or the Equityholders’ Representative is cured such that such conditions would then be satisfied); (c) by the Company if: (i) any representation or warranty of its representations, warranties, covenants either Parent or agreements Merger Sub contained in this Agreement and there has shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a material breach date subsequent to the date of any representation, warranty, covenant or agreement contained in this Agreement (as if made on the part of Company such subsequent date), such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 8.01(a) would not be satisfied; or (ii) if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, thathowever, that if such an inaccuracy in Company's representations and warranties or breach of any representation or warranty of Parent or Merger Sub as of a date subsequent to the date of this Agreement or a breach of a covenant by Company Parent or Merger Sub is curable by Company the same through the exercise use of its commercially reasonable effortsefforts during the 30-day period after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 11.01(c) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent or Merger Sub, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 11.01(c) if the Company is in material breach of this Agreement or if such breach by the Parent or Merger Sub is cured such that such conditions would then be satisfied); (d) by Parent if there shall have occurred any Material Adverse Effect with respect to the Company or any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect with respect to the Company; or (e) by either the Company, on the one hand, or Parent and Merger Sub, on the other hand, by written notice to the other Party, if the Merger shall not have been consummated on or prior to January 31, 2013, unless the failure to consummate the Merger on or prior to such date is the result of (i) any breach of this Agreement by the Party seeking to terminate the Agreement pursuant to the terms of this Section 11.01(e); or (ii) any objections asserted with respect to the Transactions under the HSR Act, or the institution of any suit (or the threat to institute any suit) by the FTC, the antitrust division of the DOJ or any other Governmental Authority or any third-party challenging any of the Transactions. (f) by Parent, if any condition contained in Section 8.02 shall become incapable of fulfillment; (g) by the Company, if any condition contained in Section 8.01 shall become incapable of fulfillment; or (h) by Parent, if the Requisite Stockholder Approval is not cured obtained and the Stockholders’ Written Consent is not delivered to Parent within 30 days one (1) Business Day after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, This Agreement may be terminated and the transactions contemplated by this Agreement may be terminated abandoned at any time prior to the ClosingClosing only: 10.1.1 (a) by the mutual written consent of Contributing Party the Buyer and of Companythe Seller; 10.1.2 (b) by Contributing Party either the Buyer or Company the Seller if the Closing has not occurred by January 31the close of business on November 15, 2010; 10.1.3 by Contributing Party 2010 (subject to extension to accommodate any cure period specified in Section 8.1(c) or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingSection 8.1(d)), enjoining or otherwise prohibiting consummation of provided that the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable failure to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of consummate the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is did not in result from a material breach of this Agreement by the Party seeking termination of this Agreement; (c) by the Buyer if the Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or 7.3 (assuming for this purpose that the references in Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after 7.3 to “Closing Date” mean the date of written notice from Company of such breach termination pursuant to this Section 8.1) and (but no cure period will be required for a breach which by its nature ii) cannot be cured); oror has not been cured within five Business Days after the giving of written notice to the Seller; 10.1.5 (d) by Contributing Party the Seller if it is not in material breach of the Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 or 7.2 (assuming for this purpose that the references in Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after 7.2 to “Closing Date” mean the date of written notice from Contributing Party of such breach termination pursuant to this Section 8.1) and (but no cure period will be required for a breach which by its nature ii) cannot be cured)or has not been cured within five Business Days after the giving of written notice to the Buyer; (e) by the Seller or the Buyer by giving written notice to the other Party if a Governmental Entity shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting a material portion of the transactions contemplated by this Agreement (or requiring, as a condition of ▇▇▇▇ ▇▇▇▇▇ Act approval, the disposition of any assets of a Party or its Affiliates) and such Order or other action shall have become final and non-appealable; or (f) by either the Buyer or the Seller if the satisfaction of any other closing condition in Article VII becomes impossible to satisfy.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of the Company; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of the Company or any Principal Stockholder and such breach has not been cured within 10 Business Days after notice to the Company and the Stockholders Representative (provided that neither Buyer nor Merger Sub is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, as the case may be, will not be satisfied; (c) by the Company if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the Closing part of Buyer, Buyer’s Parent or Merger Sub, and such breach has not occurred been cured within 10 Business Days after notice to Buyer (provided, that neither the Company nor any Principal Stockholder is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach that by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, 2010as the case may be, will not be satisfied; 10.1.3 (d) by Contributing Party either Buyer or the Company if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (bii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in Transactions illegal or that would prohibit Buyer’s or Buyer’s Parent’s ownership or operation of all or any material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe business of the Company or any Company Subsidiary, or if compel Buyer or Buyer’s Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or any representation or warranty of Contributing Party has become untrueCompany Subsidiary, or in any case if any Buyer as a result of the conditions set forth in Section 3.1 or Section 3.2 would Transactions; or (e) by any Party if the Closing shall not be satisfied; providedhave been consummated by the 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Sellers, on the one hand, and of CompanyBuyer, on the other hand; 10.1.2 (b) by Contributing Party either Sellers or Company if the Closing Buyer, if: (i) any Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law (that is final and non-appealable and that has not occurred by January 31been vacated, 2010; 10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the Party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3 in all material respects; or (ii) the Closing Date shall not have occurred on or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after date that is one-hundred eighty (180) days from the date of this Agreement by any Governmental Body (the “Outside Date”); provided, that would make consummation no Party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if the failure of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it Closing to occur on or before such date is not in material breach primarily the result of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing by such Party has become untrue, or in any case if any of such that the conditions to closing set forth in Section 3.1 7.2(a) or Section 3.2 would 7.2(b) (if the breaching Party is Buyer) or Section 7.3(a) or Section 7.3(b) (if the breaching Party is Seller Parent or any Seller) are not be capable of being satisfied; provided; (c) by Sellers, that, if such inaccuracy in such if: (i) any of the representations and warranties of Buyer in Article V shall fail to be true and correct or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will ii) there shall be required for a breach which or failure to perform by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach Buyer of any covenant of its representations, warranties, covenants or agreements contained Buyer in this Agreement and there has been that, in either case, (A) in a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company manner such that the conditions set forth in Section 3.2.1 7.3(a) or Section 3.2.2 7.3(b) would not be satisfiedcapable of being satisfied and (B) is not curable or, if curable, is not cured by the day that is five (5) Business Days prior to the Outside Date; provided, thatthat Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if Sellers are in breach of this Agreement in a manner such that the conditions to Closing set forth in Section 7.2(a) or Section 7.2(b), if such inaccuracy in Company's as applicable, would not be capable of being satisfied; (d) by Buyer, if: (i) any of the representations and warranties of Seller Parent or any of the Sellers in Article IV shall fail to be true and correct or (ii) there shall be a breach or failure to perform by Company Seller Parent or any of the Sellers of any covenant of Seller Parent or any of the Sellers in this Agreement that, in either case, (A) in a manner such that the conditions set forth in Section 7.2(a) or Section 7.2(b) would not be capable of being satisfied and (B) is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Company through Buyer to Sellers and (2) the exercise of its commercially reasonable effortsday that is five (5) Business Days prior to the Outside Date; provided, then Contributing Party that Buyer may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if Buyer is in breach of this Agreement in a manner such that the conditions set forth in Section 7.3(a) or Section 7.3(b), as applicable, would not be capable of being satisfied; and (e) by Sellers, if (i) the conditions set forth in Section 7.1 and Section 7.3 are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing but each of which are capable of being satisfied at the Closing if the breach is not cured within 30 days Closing were to occur), (ii) Buyer failed to consummate the Closing on the date the Closing was required to have occurred pursuant to Section 2.5(a), (iii) Sellers deliver to Buyer an irrevocable written notice on or after the date that the Closing is required to occur pursuant to Section 2.5(a) that all conditions set forth in Section 7.1 and Section 7.3 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing but which are capable of written notice from Contributing Party being satisfied at the Closing if the Closing were to occur) and each Seller and Seller Parent is ready, willing and able to proceed with Closing in accordance with Section 2.5(a) on such date and each Business Day during the three (3) Business Day-period immediately thereafter and (iv) within three (3) Business Days after Sellers’ delivery of such breach (but no cure period will be required for a breach which by its nature cannot be cured)notice to Buyer, Buyer fails to consummate the Closing.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Seller and of CompanyPurchaser; 10.1.2 (b) by Contributing Party either Seller or Company if the Closing Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010; 10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.5; or (ii) the Closing Date shall not have occurred on or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after date that is three (3) months from the date of this Agreement by any Governmental Body (the "End Date"); provided, that would make consummation of the transactions contemplated by neither party may terminate this Agreement illegal; 10.1.4 by Company pursuant to this Section 9.1(b)(ii) if it such party is not in material breach of this Agreement; (c) by Seller, if: (i) any of its representations, warranties, covenants the representations and warranties of Purchaser contained in Article V hereof shall fail to be true and correct or agreements contained (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.3(a) or Section 3.2 would 7.3(b) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Seller may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(c) if the breach Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of this Agreement; or (d) by Purchaser, if: (i) any of its representationsthe representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct, warranties, covenants or agreements contained (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement and there has been that, in either case, (x) would result in the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.2(a) or Section 3.2.2 would 7.2(b) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Purchaser to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if the Purchaser is in material breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated prior to the Closing: (a) by Parent at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company Effective Time, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement obligation contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any the Company shall have occurred that (i) would cause a failure of the conditions set forth in Section 3.1 6.2(a) or Section 3.2 would 6.2(b) to exist and (ii) cannot be satisfiedcured by the Company by the Outside Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that Parent shall not have the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under pursuant to this Section 10.1.4 only 7.1(a) if the breach either Parent or Merger Sub is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or other agreement hereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not being satisfied; (b) by the Company at any time prior to the Effective Time, if a breach of any representation or warranty or failure to perform any covenant or obligation contained in this Agreement on the part of Parent or Merger Sub shall have occurred that (i) would cause a failure of the conditions in Section 6.3(a) or Section 6.3(b) to exist and (ii) cannot be cured by Parent or Merger Sub by the Outside Date; provided, however, that the Company such shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if the Company is then in material breach of any representation, warranty, covenant or other agreement hereunder that would result in the conditions to Closing set forth in Section 6.2(a) or Section 6.2(b) not being satisfied; (c) by Parent or the Company if the Closing has not occurred on or before June 30, 2019 (the “Initial Outside Date”); provided, that if on the Initial Outside Date any of the conditions set forth in Sections 6.1(a) or (b) shall not have been satisfied but all other conditions set forth in Section 3.2.1 6 shall have been satisfied or Section 3.2.2 would not waived or shall then be capable of being satisfied, then the Initial Outside Date shall be automatically extended to September 30, 2019; and provided, thatfurther, that if such inaccuracy in Company's representations and warranties or breach the Marketing Period has not ended by Company is curable by Company through the exercise of its commercially reasonable effortslast Business Day immediately prior to the Outside Date, then Contributing Party may the Outside Date shall be automatically extended without any action by the parties to the fifth (5th) Business Day following the final day of the Marketing Period. As used in this Agreement, the term “Outside Date” means the Initial Outside Date, unless extended pursuant to the foregoing sentence, in which case, the term “Outside Date” means such date to which the Initial Outside Date has been so extended. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 10.1.5 only 7.1(c) shall not be available to any party if the breach is not cured within 30 days after failure of the Closing to occur by such date shall be due to the failure of written notice from Contributing Party the such party to perform or observe the covenants and agreements of such breach (but no cure period will be required for a breach which by its nature cannot be cured).party set forth in this Agreement;

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transaction abandoned at any time prior to the ClosingClosing Date: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of CompanyWGI; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company Parent if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company WGI or any Stockholder and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within ten (10) Business Days after written notice to WGI (provided, thatthat neither Parent nor Federal is in material breach of the terms of this Agreement, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsprovided further, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; (c) by WGI, if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Parent or Federal and such breach has not been cured within ten (10) Business Days after written notice to Parent (provided, that WGI is not in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s or Federal’s ownership or operation of all or a material portion of the stock or assets of WGI, or compel Parent or Federal to dispose of or hold separate all or a material portion of the business or assets of WGI or Parent or Federal as a result of the Transaction; or (e) by any party hereto if the Transaction shall not have been consummated on or before July 1, 2007 , provided that the right to terminate this Agreement under this Section 9.1(h) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company Parent if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2.1 or Section 7.2.2 hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Parent, if it is not the Company or its board of directors shall have (i) withdrawn, modified or amended in any material breach respect its approval of any of its representations, warranties, covenants or agreements contained in this Agreement or the transactions contemplated herein, or (ii) taken any public position inconsistent with its approval or recommendation, including, without limitation, having failed (without the consent of Parent) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval), and in that event the Company shall pay to Parent the Due Diligence Costs pursuant to Section 6.3; (d) by the Company if there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within ten business days after written notice to Parent (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3.1 or Section 7.3.2 hereof, as the case may be, will not be satisfied; (e) by the Company, if the Company accepts an Acquisition Proposal for any reason, including pursuant to a good-faith determination by its Board of Directors, after consulting with counsel, that not to accept the Acquisition Proposal would constitute a breach of the Directors' fiduciary duty under DGCL provided, however, that in that event the Company shall pay to Parent the Due Diligence Costs pursuant to Section 6.3; (f) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent's or Merger Sub's ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent or Merger Sub to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent or Merger Sub as a result of the Merger; (iii) if the Company's stockholders do not approve this Agreement and the transactions contemplated hereby at the Company Meeting; or (g) by any party hereto if the Merger shall not have been consummated by February 29, 2000, provided that the right to terminate this Agreement under this Section 9.1(g) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date.

Termination Events. Except as provided in Section 10.2, this This Agreement shall terminate upon the Closing and may be terminated at any time prior to the Closing: 10.1.1 (a) at any time, by mutual written consent agreement of Contributing Party the Company and of Companythe Buyer; 10.1.2 (b) at any time, by Contributing Party either the Company or Company the Buyer by written notice to the other party if the Closing has not occurred a Law enacted, or order issued, by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining Entity of competent jurisdiction which would make the Buyer’s purchase of the Purchased Shares illegal or would otherwise prohibiting prohibit such purchase or would make illegal or would otherwise prohibit the consummation of the transactions contemplated hereby shall be in effect and have become final and non-appealable; (c) by this Agreement; or (b) written notice to the Company from the Buyer if there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company set forth in this Agreement, such that the conditions set forth specified in Section 3.2.1 or 6.1or Section 3.2.2 6.2 would not be satisfied; providedsatisfied at the Closing, except that, if such inaccuracy in Company's representations and warranties or material breach by Company is curable by the Company through on or prior to the exercise of its commercially End Date, then, as long as the Company continues to use reasonable effortsbest efforts to cure such material breach, then Contributing Party may such termination shall not be effective, and such termination shall become effective only if such breach is not cured on or prior to the End Date; provided, however, that the right to terminate this Agreement under this Section 10.1.5 8.1(c) shall not be available to the Buyer if the Buyer is then in material breach of this Agreement; (d) by written notice to the Buyer from the Company if there is a material breach of any representation, warranty, covenant or agreement on the part of the Buyer set forth in this Agreement, such that the conditions specified in Section 6.1 or Section 6.3 would not be satisfied at the Closing, except that, if such material breach is curable by the Buyer on or prior to the End Date, then, as long as the Buyer continues to use its reasonable best efforts to cure such material breach, such termination shall not be effective, and such termination shall become effective only if the such breach is not cured within 30 days after on or prior to the date End Date; provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to the Company if the Company is then in material breach of this Agreement; or (e) by either the Company or the Buyer, by written notice from Contributing Party to the other party, if the conditions to Closing set forth in Article 6 have not been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing) on or before October 31, 2016 (the Page 41 End Date ) and the party seeking to terminate this Agreement pursuant to this Section 8.1(e) shall not have breached its obligations in any manner that shall have been the primary cause of such breach (but no cure period will be required for a breach which or resulted in the failure to consummate the transactions contemplated by its nature cannot be cured)this Agreement on or before the End Date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party the Company and of CompanyBuyer; 10.1.2 (b) by Contributing written notice from the Company to Buyer if the transactions contemplated hereunder shall not have been consummated by November 15, 2008 (as such date may be extended as provided below, the “End Date”) (unless the failure to consummate the transactions contemplated hereunder is attributable to the breach of any representations or a failure on the part of the Company or the Sellers or their respective Affiliates to perform any obligation required to be performed by such Party or its Affiliates at or prior to the Closing); (c) by written notice from Buyer to the Company if the Closing has transactions contemplated hereunder shall not occurred have been consummated by January 31, 2010; 10.1.3 by Contributing Party or Company if: the End Date (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of unless the failure to consummate the transactions contemplated hereunder is attributable to the breach of any representations or a failure on the part of Buyer or its Affiliates to perform any obligation required to be performed by Buyer or its Affiliates at or prior to the Closing); (d) by written notice from Buyer to the Company, unless Buyer is then in material default or breach of this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in following a material breach of any covenant or agreement of its representations, warranties, covenants the Sellers or agreements the Company contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party has the Sellers contained in this Agreement shall be or shall have become untrueinaccurate, or in any either case if such that any of the conditions set forth in Section 3.1 or 7.1 and Section 3.2 7.2 would not be satisfiedsatisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that, : (i) if such breach or inaccuracy in such representations and warranties or breach by Contributing Party is curable through by the exercise of commercially reasonable effortsSellers or the Company, then Company Buyer may not terminate this Agreement under this Section 10.1.4 only 10.1(d) with respect to the particular breach or inaccuracy provided the Sellers or the Company cures such breach or inaccuracy within thirty (30) days after written notice of such breach from Buyer is received by the Company; and (ii) the right to terminate this Agreement under this Section 10.1(d) shall not be available to Buyer if the breach is not cured within 30 days after the date result of any willful act on the part of Buyer designed to impede the consummation of any transaction contemplated hereby; or (e) by written notice from the Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it to Buyer, unless the Company or any Seller is not then in material default or breach of any of its representationsthis Agreement, warranties, covenants or agreements contained in this Agreement and there has been following a material breach of any representation, warranty, covenant or agreement of Buyer or Newco contained in this Agreement, or if any representation or warranty of Buyer contained in this Agreement on the part of Company shall be or shall have become inaccurate, in either case such that any of the conditions set forth in Section 3.2.1 or 8.1 and Section 3.2.2 8.2 would not be satisfiedsatisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that, : (i) if such breach or inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsBuyer or Newco, then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 10.1(e) with respect to the particular breach or inaccuracy provided Buyer or Newco cures such breach or inaccuracy within thirty (30) days after written notice of such breach from the Company is received by Buyer and (ii) the right to terminate this Agreement under this Section 10.1(e) shall not be available to the Company if the breach is not cured within 30 days after the date result of written notice from Contributing Party any willful act on the part of such breach the Company or the Sellers designed to impede the consummation of any transaction contemplated hereby. Notwithstanding the foregoing, in the event that, as of the End Date, all conditions to the obligations of the Parties set forth in Article 7 and Article 8 have been satisfied or waived (but no cure period will other than those that are to be satisfied by action taken at the Closing) other than the condition that all Governmental Authorizations or waiting periods following governmental filings required for a breach which by its nature cannot under the HSR Act have been obtained or expired (as set forth in Section 7.4 and Section 8.4), then the End Date shall automatically be cured)extended to January 15, 2009.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingEffective Time: 10.1.1 (a) by mutual written consent of Contributing Party Parent, Merger Sub and of the Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation by Parent or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company Merger Sub if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Company and such breach has not been cured within ten (10) business days after written notice to the Company (provided, or if any representation or warranty of Contributing Party has become untrue, or that neither Parent nor Merger Sub is in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2(a) or Section 7.2(b) hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party the Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Parent or Merger Sub and such breach has not been cured within (10) ten business days after written notice to Parent and Merger Sub (provided, that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through not in material breach of the exercise terms of its commercially reasonable effortsthis Agreement, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but and provided further, that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3(a) or Section 7.3(b) hereof, as the case may be, will not be satisfied; (d) by any party hereto if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Merger or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity which would make consummation of the Merger illegal or which would prohibit Parent’s ownership or operation of all or a material portion of the business or assets of the Company, or compel Parent to dispose of or hold separate all or a material portion of the business or assets of the Company or Parent as a result of the Merger; or (e) by any party hereto if the Merger shall not have been consummated by May 31, 2004. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company Buyer if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partyeither Seller and such breach has not been cured within ten (10) business days after written notice to the applicable Seller (provided, or if any representation or warranty of Contributing Party has become untrue, or that Buyer is not in any case if any material breach of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedterms of this Agreement, thatand provided further, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured); or) such that the conditions set forth in Section 7.2(a) or Section 7.2(b) hereof, as the case may be, will not be satisfied; 10.1.5 (c) by Contributing Party Sellers if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company Buyer and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach has not be satisfied; been cured within (10) ten business days after written notice to Buyer (provided, thatthat neither Seller is in material breach of the terms of this Agreement, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable effortsprovided further, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but that no cure period will shall be required for a breach which by its nature cannot be cured)) such that the conditions set forth in Section 7.3(a) or Section 7.3(b) hereof, as the case may be, will not be satisfied; (d) by Buyer or either Seller if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated by this Agreement or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity which would make consummation of the transactions contemplated by this Agreement illegal or which would prohibit Buyer’s ownership or operation of the Acquired Assets, or compel Buyer to dispose of or hold separate all or a material portion of the business or assets of Sellers or Buyer as a result of the transactions contemplated by this Agreement; or (e) by Buyer or either Seller if the transactions contemplated by this Agreement shall not have been consummated within ninety (90) days of the date of this Agreement. Where action is taken to terminate this Agreement pursuant to this Section 9.1, such action shall be authorized by the board of directors of the party taking such action.

Termination Events. Except as provided Anything contained in Section 10.2this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the ClosingClosing only as follows: 10.1.1 (a) by mutual written consent of Contributing Party Seller and of CompanyBuyer; 10.1.2 (b) by Contributing Party written notice of either Seller or Company Buyer: (i) if the Closing has shall not have occurred by January on or prior to October 31, 20102021 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 11.1(b)(i) shall not be available to any Party whose willful failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date; 10.1.3 by Contributing Party or Company if: (aii) there is a final nonappealable order of if a Governmental Body in effect Authority issues a final, non-appealable ruling or Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; hereby where such ruling or (b) there is any statuteOrder was not requested, rule, regulation encouraged or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement supported by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants Seller or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedBuyer; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if 11.1(b)(ii) shall not be available to any Party whose willful failure to fulfill any obligation under this Agreement shall have been the breach is not cured within 30 days after cause of, or shall have resulted in, the date failure of the Closing to occur on or prior to the Outside Date; (c) by written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not Buyer in material breach the event of any of its representationsbreach by the Seller of, warrantiesor failure to perform, any agreements or covenants or agreements contained in this Agreement and there has been Agreement, which breach or failure to perform would result in Seller being unable to satisfy a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy 9.1 by the Outside Date; (d) by written notice of Seller in Company's representations and warranties or the event of any breach by Company is curable Buyer of, or failure to perform, any agreements or covenants contained in this Agreement, which breach or failure to perform would result in Buyer being unable to satisfy a condition set forth in Section 10.1 by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only Outside Date; or (e) if the breach First Flywheel APA is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required terminated for a breach which by its nature cannot be cured)any reason.

Termination Events. Except as provided This Agreement may, by notice given prior to or at the Closing, be terminated: 11.1.1 by mutual consent of the Company and the E-Cash Shareholder; 11.1.2 by the Company, if any of the conditions in Section 10.29 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; or (ii) by the E-Cash Shareholder, if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the E-Cash Shareholder to comply with its obligations under this Agreement may be terminated at any time prior to Agreement) and the Closing: 10.1.1 by mutual written consent of Contributing Party and of CompanyE-Cash Shareholder has not waived such condition on or before the Closing Date; 10.1.2 11.1.3 by Contributing Party either the Company or Company the E-Cash Shareholder, if there shall have been entered a final, non-appealable order or injunction of any Governmental Authority restraining or prohibiting the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby; 11.1.4 by this Agreement; or (b) there is any statutethe Company, ruleif, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after Closing Date, the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it E-Cash Shareholder is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement herein contained in this Agreement on the part of Company and such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would breach shall not be satisfiedcured within 10 days of the date of notice of default served by the Company claiming such breach; provided, thathowever, that the right to terminate this Agreement pursuant to this Section 11.1.5 shall not be available to the Company if the Company is in material breach of this Agreement at the time notice of termination is delivered; 11.1.5 by the E-Cash Shareholder, if, prior to the Closing Date, the Company is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by the E-Cash Shareholder claiming such breach or, if such inaccuracy in Company's representations and warranties or breach by Company is not curable by Company through within such 10 day period, such longer period of time as is necessary to cure such breach; provided, however, that the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under pursuant to this Section 10.1.5 only 11.1.6 shall not be available to the E-Cash Shareholder if the E-Cash Shareholder is in material breach of this Agreement at the time notice of termination is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)delivered.

Termination Events. Except as provided in Section 10.2Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated at any time and the Transactions may be abandoned prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statuteby Buyer Parent, ruleon the one hand, regulation or order enactedParent, promulgated or issued or deemed applicable on the other hand, by written notice to the Agreement after other if: (1) the date Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the parties hereto; provided, however, that the right to terminate this Agreement by under this Section 11.1(b) shall not be available to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of party whose failure to perform or comply with any of its representations, warranties, covenants or agreements contained in obligations under this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partycause of, or if shall have resulted in, the failure of the Closing to occur by such date; or (2) any representation Governmental Authority shall have enacted, promulgated, issued, entered or warranty of Contributing Party has enforced (A) any Law prohibiting the Transactions or making them illegal, (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become untrue, or in any case final and nonappealable; (c) by Buyer Parent: (1) if any of the conditions set forth in Section 3.1 7.1 shall have become incapable of fulfillment; (2) if all of the conditions set forth in Article VII shall have been satisfied and Parent shall not have made all of the deliveries required by Sections 9.3 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties 9.4 on or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 before ten (10) days after following the date of written notice from Company of such breach (but no cure period will be required designated for a breach which by its nature cannot be cured)closing pursuant to Section 9.1; or 10.1.5 (3) Parent’s Board approves, endorses or recommends any Acquisition Proposal or Alternative Proposal, or resolves or announces its intention to do so, whether or not permitted by Contributing Party Section 6.3. (d) by Parent: (1) if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 7.2 shall have become incapable of fulfillment; (2) if all of the conditions set forth in Article VII shall have been satisfied and (i) the Buying Parties shall not have made all of the deliveries required by Sections 9.2 or 9.4 on or before ten (10) days following the date designated for Closing pursuant to Section 3.2.2 would not be satisfied9.1; providedor (3) at any time prior to the Closing if, that, if in connection with an Alternative Proposal: (A) Parent shall have complied with Section 6.3 in all material respects with respect to such inaccuracy Alternative Proposal; (B) the Board of Directors of Parent (x) shall have determined in Company's representations good faith (after consultation with Parent’s outside counsel and warranties financial advisor) that such Alternative Proposal is a Superior Proposal and (y) shall have determined in good faith (after consultation with Parent’s outside counsel) that entering into an agreement with respect to such Alternative Proposal is required or breach by advisable for the Board of Directors of the U.S. Company is curable by Company through the exercise to comply with its fiduciary duties under applicable Law; and (C) Parent shall have provided Buyer with at least five (5) Business Days’ prior written notice of its commercially reasonable efforts, then Contributing Party may intention to terminate this Agreement under pursuant to this Section 10.1.5 only if 11.1(d)(3); such notice shall specify the breach is not cured within 30 days after terms and conditions (and include copies of related agreements) of the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)proposed agreement.

Termination Events. Except as provided in Section 10.2By notice given prior to Closing, this Agreement may be terminated at any time prior to the Closingas follows: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is by agreement of the Purchaser and the Seller; (b) by either the Purchaser or the Seller if (i) the Closing Date shall not have occurred on or before February 28, 2006 and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Transactions on or before such date; (c) by either the Purchaser or the Seller if (i) a final nonappealable statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the consummation of a Governmental Body in effect the Transactions or (ii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; Transactions and such order, decree, ruling or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable injunction shall have become final and non-appealable and the party seeking to the Agreement after the date of terminate this Agreement by any Governmental Body that would make consummation of the transactions contemplated by pursuant to this Agreement illegalclause shall have used all reasonable efforts to remove such injunction, order, decree or ruling; 10.1.4 (d) by Company the Seller, if it is not the Purchaser shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would result in a breach failure of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions a condition set forth in Section 3.1 6.1 or Section 3.2 would 6.3 and (ii) cannot be satisfied; providedcured by February 28, that2006), provided that (if the breach or failure to perform is capable of remedy or cure by the Purchaser) the Seller shall have given the Purchaser written notice, delivered at least thirty (30) days prior to such inaccuracy in such representations and warranties or breach by Contributing Party is curable through termination, stating the exercise of commercially reasonable efforts, then Company may Seller's intention to terminate this Agreement under pursuant to this Section 10.1.4 only 7.1(d) and the basis for such termination; (e) by the Purchaser, if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not Seller shall have breached or failed to perform in any material breach of respect any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform (i) would result in a material breach failure of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions a condition set forth in Section 3.2.1 6.1 or Section 3.2.2 would 6.2 and (ii) cannot be satisfiedcured by February 28, 2006), provided that (if the breach or failure to perform is capable of remedy or cure by the Seller) the Purchaser shall have given the Seller written notice, delivered at least thirty (30) days prior to such termination, stating the Purchaser’s intention to terminate the Agreement pursuant to this Section 7.1(e) and the basis for such termination; provided, thator (f) by the Seller, if the difference between the Pre-Adjustment Purchase Price and the Closing Date Payment (taking account all applicable adjustments) would exceed EUR 50,000,000, provided that: (i) if the difference between the Pre-Adjustment Purchase Price and the Closing Date Payment as determined before the Closing Date in accordance with Section 2.1(g) does not exceed EUR 50,000,000, but the sum of (A) any such inaccuracy in Company's representations difference and warranties or breach by Company is curable by Company through (B) any further reduction of the exercise of its commercially reasonable effortsPurchase Price after the Closing Date pursuant to Section 2.1(d)(ii) and/or Section 2.1(e), then Contributing Party may does exceed EUR 50,000,000, the Seller shall have no right to terminate this Agreement under and shall be required to accept any such further reduction of the Purchase Price; and (ii) if the calculation of the Closing Date Payment in accordance with Section 2.1(g) shows that the difference between the Pre-Adjustment Purchase Price and the Closing Date Payment would exceed EUR 50,000,000 and the Seller exercises its right to terminate this Agreement pursuant to this Section 10.1.5 only if 7.1(f), the breach is not cured within 30 days after Purchaser shall have the date right either to (at the Purchaser's option and subject to the provisions set out below as well as the proviso set out at the end of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedthis Section 7.1(f)(ii).):

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by notice given prior to or at the Closing, be terminated: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order by the Parent if (i) the representations and warranties of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of COAH and the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements Major Stockholders contained in this Agreement shall not be true and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partycorrect, or if (ii) COAH and/or the Major Stockholders shall have failed to perform any representation obligation or warranty of Contributing Party has become untrueto comply with any agreement or covenant to be performed or complied with by he, she or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement it under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not Agreement, in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company each case such that the conditions set forth in Section 3.2.1 Sections 7.1 (Representations and Warranties) or Section 3.2.2 7.2 (Agreements and Covenants) would not be satisfied; , provided, thathowever, that (i), such untruth or incorrectness or such failure cannot be or has not been cured within ten (10) days after the giving of written notice thereof to the Stockholders’ Representative; (b) by COAH if such inaccuracy in Company's (i) the representations and warranties of the Parent and Merger Sub contained in this Agreement shall not be true and correct, or breach (ii) the Parent or Merger Sub shall have failed to perform any obligation or to comply with any agreement or covenant to be performed or complied with by Company is curable he, she or it under this Agreement, in each case such that the conditions set forth in Sections 8.1 (Representations and Warranties) or Section 8.2 (Agreements and Covenants) would not be satisfied, provided, however, that such untruth or incorrectness or failure cannot be or has not been cured within ten (10) days after the giving of written notice thereof to the Parent; (c) by Company the mutual consent of the Parent and COAH; or (d) by either the Parent if the Closing has not occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may the party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before April 15, 2011, or such later date as the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)parties may agree upon.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by written notice given prior to or at the Closing, be terminated: 10.1.1 (a) by the mutual written consent of Contributing Party the Company and of CompanyParent; 10.1.2 (b) by Contributing Party Parent by written notice to the Company if: (i) (x) there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by the Company within ten (10) days of the Company’s receipt of written notice of such breach from Parent; provided, however, that no such cure period shall be available or applicable to any such breach, inaccuracy or failure which by its nature cannot be cured, and (y) if not cured on or prior to the Closing Date, such breach, inaccuracy or failure would result in the failure of any of the conditions set forth in Article VII to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available if Parent is then in material breach of any provision of this Agreement and such material breach by Parent would give rise to the failure of any of the conditions specified in Article VII; (ii) the Closing has not occurred by January 31on or before June 30, 2010; 10.1.3 by Contributing Party 2022 (the “Outside Date”), or such later date as the Company if: (aand Parent may agree upon in writing; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) there is a final nonappealable order shall not be available to Parent if such failure shall be due to the failure of a Governmental Body in effect permanently restraining, enjoining Parent to perform or otherwise prohibiting consummation comply with any of the transactions contemplated covenants, agreements or conditions hereof to be performed or complied with by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable it prior to the Agreement after Closing; or (iii) the date Company fails to deliver to Parent within twenty-four (24) hours of the execution of this Agreement the Shareholder Consent executed by the Requisite Shareholder Approval; (c) by the Company by written notice to Parent if: (i) (x) there has been a breach, inaccuracy in or failure to perform any Governmental Body representation, warranty, covenant or agreement made by Parent or Merger Sub pursuant to this Agreement that would make give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Parent or Merger Sub, as applicable, within ten (10) days of Parent’s receipt of written notice of such breach from the Company; provided, however, that no such cure period shall be available or applicable to any such breach, inaccuracy or failure which by its nature cannot be cured, and (y) if not cured on or prior to the Closing Date, such breach, inaccuracy or failure would result in the failure of any of the conditions set forth in Article VII to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.1(c)(i) shall not be available if the Company is then in material breach of any provision of this Agreement and such material breach by the Company would give rise to the failure of any of the conditions specified in Article VII; or (ii) the Closing has not occurred on or before the Outside Date, or such later date as the Company and Parent may agree upon in writing; provided, however, that the right to terminate this Agreement under this Section 8.1(c)(ii) shall not be available to the Company if such failure shall be due to the failure of the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (d) by Parent or the Company if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal; 10.1.4 illegal or otherwise prohibited or any Governmental Entity shall have issued an Order restraining or enjoining the transactions contemplated by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement; and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has such Order shall have become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedfinal and non-appealable; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can8.1(d) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in material whose breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant causes such Law or agreement contained Order to be in this Agreement on effect or the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party failure of such breach (but no cure period will Law or Order to be required for a breach which by its nature cannot be cured)removed.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers’ Representative; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or Company if agreement contained in this Agreement on the Closing part of the Company, any Seller or Sellers’ Representative and such breach has not occurred been cured within 10 Business Days after notice to the Company (provided that Buyer is not in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied; 10.1.3 (c) by Contributing Sellers’ Representative if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of Buyer, and such breach has not been cured within 10 Business Days after notice to Buyer (provided, that neither the Company, any Seller nor Sellers’ Representative is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied; (d) by any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (bii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer’s ownership of any the Interests or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer to dispose of or warranty of Contributing Party has become untrue, hold separate all or in any case if any a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company or Buyer as a result of the Transaction; or (e) by any Party if the Transaction shall not be satisfied; providedhave been consummated by the 60th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Seller and Purchaser; *** Confidential treatment has been requested for redacted portions of Company;this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 10.1.2 (b) by Contributing Party either Seller or Company if the Closing Purchaser, if: (i) any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not occurred by January 31been vacated, 2010; 10.1.3 by Contributing Party withdrawn or Company if: (aoverturned) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or (ii) the Closing Date shall not have occurred on or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable prior to the Agreement after date that is ninety (90) days from the date of this Agreement by any Governmental Body (the “End Date”); provided, that would make consummation of the transactions contemplated by neither party may terminate this Agreement illegal; 10.1.4 by Company pursuant to this Section 9.1(b)(ii) if it such party is not in material breach of this Agreement; (c) by Seller, if: (i) any of its representations, warranties, covenants the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or agreements contained (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement and there has been that, in either case, (x) would result in the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 7.3(a), Section 7.3(b), or Section 3.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Seller to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Seller may not terminate this Agreement under pursuant to this Section 10.1.4 only 9.1(c) if the breach Seller is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of this Agreement; or (d) by Purchaser, if: (i) any of its representations, warranties, covenants the representations and warranties of Seller contained in Article IV shall fail to be true and correct or agreements contained (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement and there has been that, in either case, (x) would result in the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 7.2(a), Section 7.2(b), or Section 3.2.2 would 7.1(d) and (y) which is not be satisfiedcurable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Seller and (2) the day that is five Business Days prior to the End Date; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party that Purchaser may not terminate this Agreement under pursuant to this Section 10.1.5 only 9.1(d) if the Purchaser is in material breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated terminated: (a) by mutual consent of Buyer and Sellers; (b) by Buyer, upon written notice to Sellers at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company , if the Closing has not occurred by January 31Buyer, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingits reasonable discretion, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not satisfied with the results of its due diligence investigation of Sellers, the Company or of INEA S.R.L. (as described in material Section 2.6). (c) by Buyer, upon written notice, to Sellers, if there has been a breach by the Company or any Seller of any of its or his respective representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partyherein, or if any such representation or warranty of Contributing Party has shall have become untrue, or in any such case if such that any of the conditions set forth in Section 3.1 or Section 3.2 would Article 10 will not be satisfied; provided, that, if and such inaccuracy in such representations and warranties breach or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is condition has not been cured within 30 ten days after following receipt by the date breaching party of written notice from Company of such breach breach; (but no cure period will be required for d) by Sellers upon written notice to Buyer if there has been a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach Buyer or Diginet of any of its respective representations, warranties, covenants or agreements contained herein, or any such representation or warranty shall have become untrue, in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such case such that any of the conditions set forth in Section 3.2.1 or Section 3.2.2 would Article 11 will not be satisfied; provided, that, and such breach or condition has not been cured within ten days following receipt by the breaching party of written notice of such breach. (e) by either Buyer or Sellers if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company the Closing has not occurred (other than through the exercise failure of its commercially reasonable efforts, then Contributing Party may any party seeking to terminate this Agreement to comply fully with its obligations under this Section 10.1.5 only if Agreement) on or before April 30, 2000, or such later date as the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)parties may agree upon.

Termination Events. Except as provided in Section 10.2, this (a) This Agreement may be terminated at any time prior to Closing upon prior written notice by the Closingparty electing to terminate this Agreement to the other party: 10.1.1 (i) by mutual written consent agreement of Contributing Party HCA and of CompanyPurchaser (expressed in writing); 10.1.2 (ii) by Contributing Party either HCA or Company Purchaser if the Closing has not occurred by January 31any permanent injunction, 2010; 10.1.3 by Contributing Party Court Order or Company if: (a) there is a final nonappealable order other order, decree or ruling of a any court or other Governmental Body in effect Authority of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting preventing the consummation of the transactions contemplated by this Agreement; or hereby shall have been issued and become final and non-appealable; (biii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable subject to the Agreement after provisions of Section 10.1(b), by either HCA or Purchaser if the date of Closing shall not have occurred by July 31, 2001; provided, however, that the right to terminate this Agreement by under this Section 10.1(c) shall not be available to any Governmental Body that would make consummation party whose breach of the transactions contemplated by its representations and warranties in this Agreement illegal; 10.1.4 by Company if it is not in material breach of or whose failure to perform any of its representations, warranties, covenants or and agreements contained in under this Agreement shall have been a contributing cause of, or resulted in, the failure of the Closing to occur on or before such date; provided, that the right to terminate this Agreement pursuant to this Section 10.1(a)(iii) shall not be available to any party whose failure to fulfill any material obligation under this Agreement or whose failure to use all good faith efforts to promptly cause the satisfaction of the conditions under Sections 7 and there 8 has been the cause of, or resulted in, the failure of the Closing to occur by such date; (iv) by HCA upon a breach in any material respect of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Partythe Purchaser set forth in this Agreement, or if any representation or warranty of Contributing Party has the Purchaser shall have been breached or shall have become untrue, or in any such case if any of that the conditions set forth in Section 3.1 Sections 8.1 and 8.2 would be incapable of being satisfied by July 31, 2001 (or Section 3.2 would not any later date as such date may be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach otherwise extended by Contributing Party is curable through mutual agreement of the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedparties); or 10.1.5 (v) by Contributing Party if it is not Purchaser upon a breach in any material breach respect of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company any Seller set forth in this Agreement, or if any representation or warranty of any Seller shall have been breached or shall have become untrue in any such case such that the conditions set forth in Sections 7.1 and 7.2 would be incapable of being satisfied by July 31, 2001 (or any later date as such date may be otherwise extended by mutual agreement of the parties). (b) Notwithstanding the provisions of Section 3.2.1 10.1(a)(iii) hereof, HCA and Purchaser each agrees that if all of the conditions to such party's obligation to close the transaction contemplated hereby have been satisfied or Section 3.2.2 would not be satisfied; providedwaived as of July 31, that2001 other than the receipt of the Governmental Approvals listed in Schedules 5.1 and 6.2 or the expiration of the waiting period with respect to any such Governmental Approval, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may neither HCA nor Purchaser shall terminate this Agreement under this Section 10.1.5 only if without first providing the breach is not cured within 30 days after the date of other party with ten days' written notice from Contributing of its intention to terminate. During such ten-day period, HCA and Purchaser each shall cause its counsel to confer with the other party's counsel in an attempt to agree on the likelihood of a timely and successful resolution of all such issues relating to the applicable Governmental Approval or waiting period. Following such ten-day period, neither HCA nor Purchaser shall terminate this Agreement unless such Party reasonably believes, based upon the likely time period necessary to resolve the applicable Governmental Approval issues, the likelihood of successfully resolving such breach (but no cure period will be required for a breach Governmental Approvals without conditions, obligations or agreements which by its adversely effect the party, and other relevant factors, that not terminating this Agreement could cause effects which are material and adverse to it in comparison to the size and nature cannot be cured)of the transactions contemplated hereby.

Termination Events. Except as provided in Section 10.2, this Agreement may be terminated By notice given at any time prior to the Closing, subject to Section 9.2, this Agreement may be terminated as follows: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is by Buyer, if a final nonappealable order material Breach of any provision of this Agreement has been committed by Seller, unless such Breach shall be due to a Governmental Body in effect permanently restrainingBreach by Buyer, enjoining or otherwise prohibiting consummation that would give rise to the failure of any of the transactions contemplated conditions specified in Article 7 and such Breach has not been cured by this Agreement; or Seller within 20 days of Seller’s receipt of written notice of such Breach from Buyer; (b) there is by Seller, if a material Breach of any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date provision of this Agreement has been committed by any Governmental Body Buyer, unless such Breach shall be due to a Breach by Seller, that would make consummation of give rise to the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach failure of any of its representationsthe conditions specified in Article 8 and such Breach has not been cured by Buyer within 20 days of Buyer’s receipt of written notice of such Breach from Seller; (c) by Buyer, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 Article 7 shall not have been, or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company it becomes apparent that any of such breach (but no cure period conditions will not be, fulfilled by June 30, 2019, unless such failure shall be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach due to the failure of Buyer to perform or comply with any of its representations, warranties, the covenants or agreements contained in this Agreement and there has been a material breach hereof to be performed or complied with by it prior to the Closing; (d) by Seller, if any of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 Article 8 shall not have been, or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party it becomes apparent that any of such breach conditions will not be, fulfilled by June 30, 2019, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants or agreements hereof to be performed or complied with by it prior to the Closing; or (but no cure period will be required for a breach which e) by its nature cannot be cured)mutual consent of Buyer and Seller.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing:Closing (whether before or after the adoption of this Agreement by the Company’s stockholders): 10.1.1 (a) by the mutual written consent of Contributing Party Parent and of the Company; 10.1.2 (b) by Contributing Party Parent if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on May 20, 2009 (other than as a result of any failure on the part of Parent to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to the Company in connection with the transactions contemplated by this Agreement); (c) by the Company if the Closing has not occurred taken place on or before 5:00 p.m. (Pacific time) on May 20, 2009 (other than as a result of any failure on the part of the Company or any of the stockholders of the Company to comply with or perform any covenant or obligation set forth in this Agreement or in any other agreement or instrument delivered to Parent in connection with the transactions contemplated by January 31, 2010this Agreement); 10.1.3 (d) by Contributing Party either Parent or the Company if: (ai) there is a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this AgreementMerger; or (bii) there is shall be any statute, rule, regulation or order Legal Requirement enacted, promulgated or promulgated, issued or deemed applicable to the Agreement after the date of this Agreement Merger by any Governmental Body that would make consummation of the transactions contemplated by this Agreement Merger illegal; 10.1.4 (e) by Company if it is not in material breach of Parent if: (i) any of its representations, warranties, covenants or agreements the representations and warranties of the Company contained in this Agreement and there has been shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a breach date subsequent to the date of this Agreement, such that the condition set forth in Section 6.1 would not be satisfied; or (ii) any representation, warranty, covenant or agreement of the covenants of the Company contained in this Agreement on shall have been breached such that the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 or Section 3.2 6.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in such any of the representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within 30 days after Parent notifies the Company in writing of the existence of such inaccuracy or breach by Contributing Party is curable through (the exercise of commercially reasonable efforts“Company Cure Period”), then Company Parent may not terminate this Agreement under this Section 10.1.4 only 8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(e) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from the Company of such breach Cure Period); (but no cure period will be required for a breach which f) by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of the Company if: (i) any of its representations, warranties, covenants or agreements Parent’s representations and warranties contained in this Agreement and there has been shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a material breach date subsequent to the date of this Agreement, such that the condition set forth in Section 7.1 would not be satisfied; or (ii) if any representation, warranty, covenant or agreement of Parent’s covenants contained in this Agreement on the part of Company shall have been breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 7.2 would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's any of Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Company Parent is curable by Company Parent through the exercise use of its commercially reasonable effortsefforts within 30 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then Contributing Party the Company may not terminate this Agreement under this Section 10.1.5 only 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); or (g) by Parent if the breach is Required Merger Stockholder Votes or the Required Amendment Stockholder Votes are not cured obtained within 30 days one day after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)this Agreement.

Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated terminated, and the Contemplated Transactions abandoned, at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties; 10.1.2 (b) by Contributing ▇▇▇▇▇▇▇▇ HoldCo if any Parent Party shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement (other than with respect to a breach of Section 6.7 or Section 6.8(e) as to which Section 8.1(f) will apply), which breach or failure to perform (i) would result in the failure of a condition set forth in Section 7.1 or Section 7.3 and (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from ▇▇▇▇▇▇▇▇ HoldCo of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date, provided, that ▇▇▇▇▇▇▇▇ HoldCo shall not have the right to terminate this Agreement pursuant to this Section 8.1(b)(ii)(B) if Parent demonstrates that it is using good faith efforts to cure such breach or failure to perform; provided, however, that ▇▇▇▇▇▇▇▇ HoldCo may not terminate this Agreement pursuant to this Section 8.1(b) if (x) any of ▇▇▇▇▇▇▇▇ HoldCo’s or the Company’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition specified in Section 7.2(a) not to be satisfied or (y) there has been, and continues to be, a failure by ▇▇▇▇▇▇▇▇ HoldCo or the Company to perform its obligations in such a manner as would cause the condition specified in Section 7.2(b) not to be satisfied; (c) by Parent if ▇▇▇▇▇▇▇▇ HoldCo or the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 7.1 or Section 7.2 and (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Parent of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date, provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii)(B) if ▇▇▇▇▇▇▇▇ HoldCo demonstrates that it is using good faith efforts to cure such breach or failure to perform; provided, however, that Parent may not terminate this Agreement pursuant to this Section 8.1(c) if (x) any of Parent’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition specified in Section 7.3(a) not to be satisfied or (y) there has been, and continues to be, a failure by Parent to perform its obligations in such a manner as would cause the condition specified in Section 7.3(b) not to be satisfied; (d) by either ▇▇▇▇▇▇▇▇ HoldCo or Parent if (i) any of the conditions in Section 7.1 shall have become incapable of fulfillment due to (A) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or (B) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions, or (ii) the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing (other than through the failure of any Party seeking to terminate this Agreement pursuant to this Section 8.1(d) to comply fully with its obligations under this Agreement) on or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation before the first Business Day of the transactions contemplated by this Agreement; or month following the date that is nine (b9) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after months following the date of this Agreement by any Governmental Body (such date or such later date as the Parties may agree on or as may be extended pursuant to this Section 8.1(d), the “End Date”); provided that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representationsif, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyEnd Date, or if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedArticle 7, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that other than the conditions set forth in Section 3.2.1 7.1(a) (to the extent any such Legal Restraint is in respect of, or any such Law is, an Antitrust Law) or Section 3.2.2 7.1(b) and those conditions that by their nature are to be satisfied on the Closing (if such conditions would not be satisfiedsatisfied or validly waived were the Closing to occur at such time), shall have been satisfied or waived, then either ▇▇▇▇▇▇▇▇ HoldCo or Parent may extend the End Date for all purposes hereunder by a period of three (3) months; provided, further that, absent mutual agreement of the parties, the End Date may only be extended twice; (e) by either ▇▇▇▇▇▇▇▇ HoldCo or Parent if the Parent Stockholder Approval shall not have been obtained at the Special Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the Parent Stockholder Approval was taken; (f) by ▇▇▇▇▇▇▇▇ HoldCo, prior to, but not after, the time the Parent Stockholder Approval is obtained, if (i) an Adverse Recommendation Change shall have occurred with respect to Parent, or (ii) Parent shall have breached or failed to perform any obligation set forth in Section 6.7 or Section 6.8(e) in any material respect and such inaccuracy in Company's representations breach or failure to perform constituted a Willful Breach; or (g) by Parent, prior to, but not after, the time the Parent Stockholder Approval is obtained, if the Parent Board shall have approved, and warranties Parent shall concurrently enter into, an Alternative Acquisition Agreement relating to a Superior Proposal; provided, that Parent shall have complied with its obligations under Section 6.7 and shall have paid (or breach shall concurrently pay) the Parent Termination Fee pursuant to Section 8.3; (h) automatically without action by Company Parent or ▇▇▇▇▇▇▇▇ HoldCo if the Midstream Contribution Agreement is curable by Company through the exercise of its commercially reasonable efforts, then Contributing terminated. The Party may desiring to terminate this Agreement under pursuant to this Section 10.1.5 only if the breach is not cured within 30 days after the date of 8.1 (other than pursuant to Section 8.1(a)) shall give written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination to the other Party.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by the mutual written consent of Contributing Party Buyer or an Affiliate acting on its behalf and of CompanySeller; 10.1.2 (b) by Contributing any Party or Company hereto if the Closing has not occurred by taken place on or before 13:00 a.m. (Israel time) on January 3113, 20102017, unless such Party is in breach of any of the provisions of this Agreement; 10.1.3 (c) by Contributing Party either Buyer or Company an Affiliate acting on its behalf or the Seller if: (ai) there is a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable order order, decree or ruling, or shall have taken any other action, having the effect of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (bii) there is shall be any statute, rule, regulation or order legal requirement enacted, promulgated or promulgated, issued or deemed applicable to the Agreement after the date of transactions contemplated by this Agreement by any Governmental Body Authority that would make consummation of the such transactions contemplated by this Agreement illegal; 10.1.4 (d) by Company if it is not in material breach of Buyer or an Affiliate acting on its behalf if: (i) any of its representations, warranties, covenants or agreements the representations and warranties of the Seller contained in this Agreement and there has been a breach shall be inaccurate as of any representation, warranty, covenant or agreement contained in the date of this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty shall have become inaccurate as of Contributing Party has become untruea date subsequent to the date of this Agreement, or in any case if any of such that the conditions condition set forth in Section 3.1 ‎6.1 would not be satisfied; (ii) any of the covenants and obligations which the Seller or the Company are required to comply with or to perform as set forth in this Agreement shall have been breached such that the condition set forth in Section 3.2 ‎6.2 would not be satisfied; or (iii) a Material Adverse Effect shall have occurred and the change or effect resulting therefrom continues in effect such that the condition set forth in Section ‎6.4 would not be satisfied; provided, however, that, for purposes of clauses “(i)” and “(ii)” only, if such an inaccuracy in such any of the representations and warranties of the Seller as of a date subsequent to the date of this Agreement or a breach of a covenant or obligations by the Seller or the Company) is curable by the Company, or the Seller through the use of reasonable efforts before 13:00 p.m. (Israel time) on January 13, 2017 after Buyer or an Affiliate acting on its behalf notifies the Seller in writing of the existence of such inaccuracy or breach by Contributing Party is curable through (the exercise of commercially reasonable efforts“Seller Cure Period”), then Company Buyer may not terminate this Agreement under this Section 10.1.4 only ‎8.1(d) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period, provided that the Company, the Seller, during the Seller Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section ‎8.1(d) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedthe Seller Cure Period); or 10.1.5 (e) by Contributing Party if it is not in material breach of the Seller if: (i) any of its representations, warranties, covenants Buyer’s or agreements Parent’s representations and warranties contained in this Agreement and there has been shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a material breach date subsequent to the date of this Agreement, such that the condition set forth in Section ‎7.1 would not be satisfied; or (ii) if any representation, warranty, covenant of Buyer’s or agreement Parent’s covenants contained in this Agreement on the part of Company shall have been breached such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 ‎6.4 would not be satisfied; provided, thathowever, that if such an inaccuracy in Company's any of Buyer’s or Parent’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Company Buyer or Parent is curable by Company Buyer or Parent through the exercise use of its commercially reasonable effortsefforts before 13:00 p.m. (Israel time) on January 13, 2017 after the Seller notifies Parent in writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then Contributing Party the Seller may not terminate this Agreement under this Section 10.1.5 only ‎8.1(e) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided Buyer or an Affiliate acting on its behalf or Parent, as applicable, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Seller may not terminate this Agreement pursuant to this Section ‎8.1(e) with respect to such inaccuracy or breach if the such inaccuracy or breach is not cured within 30 days after prior to the date expiration of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be curedthe Buyer Cure Period).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time by written notice given prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Sellers and of CompanyBuyer; 10.1.2 (b) by Contributing Party Sellers or Company Buyer if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereunder shall not have been consummated by this Agreement; or June 30, 2007 (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable unless the failure to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of consummate the transactions contemplated by hereunder is attributable to the breach of any representations or a failure on the part of the Party seeking to terminate this Agreement illegalto perform any obligation required to be performed by such Party or its Affiliates at or prior to the Closing); 10.1.4 (c) by Company if it written notice from Buyer, unless Buyer is not then in material default or breach of this Agreement, following a material breach of any covenant or agreement of its representations, warranties, covenants or agreements Sellers contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty of Contributing Party has Sellers contained in this Agreement shall be or shall have become untrueinaccurate, or in any either case if such that any of the conditions set forth in Section 3.1 or Section 3.2 Sections 8.1 and 8.2 would not be satisfiedsatisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that, : (i) if such breach or inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable effortsby Sellers, then Company Buyer may not terminate this Agreement under this Section 10.1.4 only if 11.1(c) with respect to the particular breach is not cured or inaccuracy provided Sellers cures such breach or inaccuracy within 30 thirty (30) days after the date of written notice from Company of such breach from Buyer is received by Sellers; and (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on ii) the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only 11.1(c) shall not be available to Buyer if the breach is not cured within 30 days after the date result of any willful act on the part of Buyer designed to impede the consummation of any transaction contemplated hereby; or (d) by written notice from Contributing Party Sellers, if none of the Company or Sellers is then in material default or breach of this Agreement, following a material breach of any covenant or agreement of Buyer contained in this Agreement, or if any representation or warranty of Buyer contained in this Agreement shall be or shall have become inaccurate, in either case such that any of the conditions set forth in Sections 9.1 and 9.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty was or shall have become inaccurate; provided, however, that: (but no cure period will be required for a i) if such breach which or inaccuracy is curable by its nature canBuyer, then Sellers may not terminate this Agreement under this Section 11.1(d) with respect to the particular breach or inaccuracy provided Buyer cures such breach or inaccuracy within thirty (30) days after written notice of such breach from Sellers is received by Buyer and (ii) the right to terminate this Agreement under this Section 11.1(d) shall not be cured)available to Sellers if the breach is the result of any willful act on the part of the Company or Sellers designed to impede the consummation of any transaction contemplated hereby.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is By either the Company or Purchaser if a final nonappealable order court of a competent jurisdiction or other Governmental Body shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift) and such was not at the request of the party seeking termination of the Agreement, in effect each case permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; or or (b) there is by Purchaser if the Closing has not taken place on or before September 27, 2011 (other than as a result of any statutefailure on the part of Parent, rulePurchaser or Merger Sub to comply with or perform any covenant or obligation of Parent, regulation Purchaser or order enactedMerger Sub set forth in this Agreement); or (c) by the Company if the Closing has not taken place on or before September 27, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation 2011 (other than as a result of the transactions contemplated by this Agreement illegal; 10.1.4 by failure on the part of the Company if it is not in material breach of to comply with or perform any of its representations, warranties, covenants covenant or agreements contained obligation set forth in this Agreement Agreement); or (d) by the mutual written consent of Purchaser and there has been a the Company; or (e) by Purchaser, if (i) the Company shall breach of any representation, warranty, covenant obligation or agreement contained hereunder such that the conditions referred to in Section 7.1 or Section 7.2 would not be satisfied and such breach shall not have been cured within seven (7) Business Days following written notice of such breach, provided that the right to terminate this Agreement on by Purchaser under this Section 9.1(e) shall not be available where Parent, Purchaser or Merger Sub is at that time in breach of this Agreement, (ii) the part board of Contributing Partydirectors of the Company shall have withdrawn or modified its recommendation of this Agreement or the Merger in a manner adverse to Parent or Purchaser or recommended, endorsed, accepted or if agreed to an Acquisition Transaction (except with regard to Company Stock Options or pending Company Warrants set forth in Part 2.3 of the Disclosure Schedule) or shall have resolved to do any representation of the foregoing or warranty the approval of Contributing Party has become untruethe Shareholders of this Agreement or the Merger shall have been rescinded or invalidated, (iii) the Company or in any case if of its respective officers, directors, employees or other agents, shall have failed to comply with Section 5.2 or (iv) there shall have been an event such that any of the conditions set forth in Section 3.1 or Section 3.2 7.1 would not be incapable of being satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 (f) by Contributing Party the Company, if it is not in material (i) Parent, Purchaser or Merger Sub shall breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant obligation or agreement contained hereunder such that the conditions referred to in Section 8.1 or Section 8.2 would not be satisfied and such breach shall not have been cured within seven (7) Business Days following written notice of such breach, provided that the right to terminate this Agreement on by the part Company under this Section 9.1(f) shall not be available where the Company is at that time in breach of Company this Agreement; (ii) the board of directors of Parent, Purchaser or Merger Sub shall have withdrawn or modified its recommendation of this Agreement or the Merger; or (iii) there shall have been an event such that any of the conditions set forth in Section 3.2.1 or Section 3.2.2 8.1 would not be incapable of being satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured);.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent Parent if it is not in material breach of Contributing Party its obligations under this Agreement and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (ai) there is a final nonappealable order any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation date subsequent to the date of the transactions contemplated by this Agreement, such that the condition set forth in Section 6.1 would not be satisfied; or (bii) there is any statuteof the covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, rulehowever, regulation or order enacted, promulgated or issued or deemed applicable that if an inaccuracy in any of the representations and warranties of the Company as of a date subsequent to the Agreement after the date of this Agreement or a breach of a covenant by any Governmental Body that would make consummation the Company is curable by the Company through the use of reasonable efforts within five (5) business days following the date Parent notifies the Company in writing of the transactions contemplated by existence of such inaccuracy or breach and the Expiration Date (the “Company Cure Period”), then Parent may not terminate this Agreement illegalunder this Section 8.1(a) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(a) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); 10.1.4 (b) by the Company if it is not in material breach of its obligations under this Agreement and if: (i) any of its representations, warranties, covenants or agreements Parent’s representations and warranties contained in this Agreement and there has been a breach shall be inaccurate as of any representation, warranty, covenant or agreement contained in the date of this Agreement on the part of Contributing PartyAgreement, or if any representation or warranty shall have become inaccurate as of Contributing Party has become untruea date subsequent to the date of this Agreement, or in any case if any of such that the conditions condition set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).7.1 would

Termination Events. Except Anything contained in this Agreement to the contrary notwithstanding (other than as provided in Section 10.211.1(c)(iv)), this Agreement may be terminated at any time prior to the ClosingClosing Date: 10.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of by either Sellers or Buyer: (i) if the Bankruptcy Court rules that it does not approve this Agreement for any reason or if a Governmental Body in effect Authority issues a final, non-appealable ruling or Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statutehereby, ruleprovided, regulation or order enactedhowever, promulgated or issued or deemed applicable that the right to the Agreement after the date of terminate this Agreement by pursuant to this Section 11.1(a)(i) shall not be available to any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material Party whose breach of any of its representations, warranties, covenants or agreements contained herein results in this Agreement such ruling or Order; (ii) by mutual written consent of Sellers and there has been a breach Buyer; (iii) if the Closing shall not have occurred by the close of any representationbusiness on March 31, warranty, covenant or agreement contained in this Agreement on 2015 (the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied“Outside Date”); provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under pursuant to this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can11.1(a)(iii) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in material whose breach of any of its representations, warranties, covenants or agreements contained herein results in the failure of the Closing to be consummated by such time; (iv) if Sellers (A) file any stand-alone plan of reorganization or liquidation (or announce support of any such plan filed by any other party) that does not contemplate, or that would be reasonably expected to impede or delay the implementation or consummation of, the transactions provided for in this Agreement or (B) consummate an Alternative Transaction; or (v) if the Buyer and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement Sellers have not agreed on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured Projected Inventory within 30 ten (10) days after following the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)hereof.

Termination Events. Except as provided in Section 10.2This Agreement may, this Agreement may be terminated at any time by written notice given prior to or at the Closing, be terminated: 10.1.1 (a) by the mutual written consent of Contributing Party the Company and of CompanyParent; 10.1.2 (b) by Contributing Party Parent by written notice to the Company if: (i) (x) there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company, any Stockholder pursuant to this Agreement that would result in the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by the Company or such Stockholder, as applicable, within ten (10) days of the Company’s receipt of written notice of such breach from Parent; provided, however, that no such cure period shall be available or applicable to any such breach, inaccuracy or failure which by its nature cannot be cured, and (y) if not cured on or prior to the Closing Date, such breach, inaccuracy or failure would result in the failure of any of the conditions set forth in Article VII to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available if Parent is then in material breach of any provision of this Agreement and such material breach by Parent would give rise to the failure of any of the conditions specified in Article VII; (ii) the Closing has not occurred by January 31on or before March 2, 2010; 10.1.3 by Contributing Party 2025 (the “Outside Date”), or such later date as the Company if: (aand Parent may agree upon in writing; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) there is a final nonappealable order shall not be available to Parent if such failure shall be due to the failure of a Governmental Body in effect permanently restraining, enjoining Parent to perform or otherwise prohibiting consummation comply with any of the transactions contemplated covenants, agreements or conditions hereof to be performed or complied with by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable it prior to the Closing; or (iii) the Company fails to deliver to Parent within two hours of the execution of this Agreement after the Stockholder Consent executed by Stockholders owning not less than 99.1% of the Shares outstanding on the date of this Agreement; (c) by the Company by written notice to Parent if: (i) (x) there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Parent or Merger Sub pursuant to this Agreement by any Governmental Body that would make result in the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Parent or Merger Sub, as applicable, within ten (10) days of Parent’s receipt of written notice of such breach from the Company; provided, however, that no such cure period shall be available or applicable to any such breach, inaccuracy or failure which by its nature cannot be cured, and (y) if not cured on or prior to the Closing Date, such breach, inaccuracy or failure would result in the failure of any of the conditions set forth in Article VII to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.1(c)(i) shall not be available if the Company or any Stockholder is then in material breach of any provision of this Agreement and such material breach by the Company or any Stockholder would give rise to the failure of any of the conditions specified in Article VII; or (ii) the Closing has not occurred on or before the Outside Date, or such later date as the Company and Parent may agree upon in writing; provided, however, that the right to terminate this Agreement under this Section 8.1(c)(ii) shall not be available to the Company if such failure shall be due to the failure of the Company or any Stockholder to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (d) by Parent or the Company if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal; 10.1.4 illegal or otherwise prohibited or any Governmental Entity shall have issued an Order restraining or enjoining the transactions contemplated by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement; and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has such Order shall have become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedfinal and non-appealable; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can8.1(d) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in material whose breach of any provision of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant causes such Law or agreement contained Order to be in this Agreement on effect or the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party failure of such breach (but no cure period will Law or Order to be required for a breach which by its nature cannot be cured)removed.

Termination Events. Except as provided in Section 10.2(a) Without prejudice to other remedies which may be available to the parties by law or under this Agreement, this Agreement may be terminated at and the transactions contemplated herein may be abandoned: (i) by mutual consent of the parties hereto; (ii) by any time party by notice to the other party if the Closing shall not have been consummated by June 30, 2001 (or such later date in order to provide the 45 day financing period referred to in Section 9.1), provided (A) that if all conditions to the Closing other than those set forth in Section 8.1(b) shall have been satisfied, such termination date shall be automatically extended until December 31, 2001 (or such later date in order to provide the 45 day financing period referred to in Section 9.1) and (B) that the right to terminate this Agreement under this clause (ii) shall not be available (x) to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (y) in the event that the Closing shall not have occurred as a result of a failure of any representation to be true and correct, the terminating party shall not have the right to terminate this Agreement if such party knew of such breach prior to the Closing:date of this Agreement; and 10.1.1 (iii) by mutual written consent of Contributing Party and of Company; 10.1.2 by Contributing Party or Company either party, if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restrainingorder, decree or ruling enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 has been issued by Company any federal or state court in the United States (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) if it the failure to consummate such prohibited transaction (i) could not be remedied in accordance with Section 2.4 and (ii) would have a material adverse effect on the business, operations, assets or financial condition of the Water Business taken as a whole, following the Closing Date, provided that the party seeking to terminate this Agreement under this clause (iii) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representationprovided, warrantyfurther, covenant or agreement contained in that the right to terminate this Agreement on under this clause (iii) shall not be available to any party who shall not have used commercially reasonable efforts (including in connection with the part obligations specified in Section 6.3) to avoid the issuance of Contributing Partysuch order, decree or if any representation or warranty of Contributing Party has become untrue, or in any case if any of ruling. (b) If the Closing does not occur due to Purchaser's failure to satisfy the conditions set forth in Section 3.1 Sections 8.2(a) or Section 3.2 would not be satisfied; provided8.2(b), that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through Purchaser shall pay Seller $7,500,000. (c) If the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions approvals set forth in Section 3.2.1 or 6.18 is not received within the period set forth in Section 3.2.2 would not be satisfied; provided6.18, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through Seller shall have the exercise of its commercially reasonable efforts, then Contributing Party may right to terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)Agreement.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer's Parent and of CompanySellers' Representative; 10.1.2 (b) by Contributing Party Buyer's Parent if there has been a material breach of any representation, warranty, covenant, agreement or Company if the Closing obligation hereunder by any Company, Seller or Sellers' Representative and such breach has not occurred been cured within 10 Business Days after notice to Sellers' Representative (provided that neither Buyer, Buyer Cdn nor Buyer's Parent is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot reasonably be expected to be cured within such 10 Business Days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied; 10.1.3 (c) by Contributing Party Sellers' Representative if there has been a material breach of any representation, warranty, covenant, agreement or Company obligation herein on the part of Buyer, Buyer Cdn or Buyer's Parent, and such breach has not been cured within 10 Business Days after notice to Buyer (provided, that none of the Companies, Sellers nor Sellers' Representative is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot reasonably be expected to be cured within such 10 Business Days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied; (d) by Buyer's Parent or Sellers' Representative if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (bii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body Entity that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transactions illegal or that would prohibit ownership of the Shares or of any Operating Company, or operation of any of its representationsthe Companies by either Buyer, warranties, covenants Buyer Cdn or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyBuyer's Parent, or if any representation compel Buyer, Buyer Cdn or warranty Buyer's Parent to dispose of Contributing Party has become untrue, or in any case if any hold separate all or a material portion of the conditions business or assets of the Companies, Buyer, Buyer Cdn or Buyer's Parent as a result of the Transaction; or (e) by Buyer's Parent or Sellers' Representative (i) if the Closing shall not have occurred by the 60th day after the date hereof and the Closing Condition set forth in Section 3.1 or Section 3.2 would 7.3.1 shall have been satisfied, and (ii) if the Closing shall not be satisfied; providedhave occurred by the 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only 9.1.1(e) shall not be available to (1) Buyer's Parent if the breach is not cured within 30 days after the date failure of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in Buyer, Buyer Cdn or Buyer's Parent to fulfill any material breach of any of its representationscovenant, warranties, covenants agreement or agreements contained in this Agreement and there obligation hereunder has been a the cause of, or resulted in, the failure of the Closing to occur on or before such date or (2) to Sellers' Representative if its or any Seller's failure to fulfill any material breach covenant, agreement or obligation hereunder has been the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions abandoned at any time prior to the ClosingClosing as follows: 10.1.1 (a) by mutual written consent of Contributing Party Buyer and of CompanySellers Representative; 10.1.2 (b) by Contributing Party Buyer if there has been a breach of any representation, warranty, covenant, obligation or Company if agreement contained in this Agreement on the Closing part of the Company, any Seller or Parent and such breach has not occurred been cured within 30 days after notice to the Company (provided that Buyer is not in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by January 31its nature cannot be cured with such 30 days) such that the conditions set forth in Section 7.2.1 or Section 7.2.2, 2010as the case may be, will not be satisfied; 10.1.3 (c) by Contributing Sellers Representative if there has been a breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement on the part of Buyer, and such breach has not been cured within 30 days after notice to Buyer (provided, that neither the Company nor any Seller is in material breach of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured within such 30 days) such that the conditions set forth in Section 7.3.1 or Section 7.3.2, as the case may be, will not be satisfied; (d) by any Party or Company hereto if: (ai) there is shall be a final nonappealable final, non-appealable order of a Governmental Body federal or state court in effect permanently restraining, enjoining or otherwise prohibiting preventing consummation of the transactions contemplated by this AgreementTransactions; or (bii) there is shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement Transactions by any Governmental Body that Entity which would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach Transaction illegal or which would prohibit Buyer's ownership of any the Shares or operation of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyCompany, or if any representation compel Buyer to dispose of or warranty of Contributing Party has become untrue, hold separate all or in any case if any a material portion of the conditions set forth in Section 3.1 business or Section 3.2 would assets of the Company or Buyer as a result of the Transaction; or (e) by any Party if the Transaction shall not be satisfied; providedhave been consummated by 90th day after the date hereof, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through provided that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature can9.1(e) shall not be cured); or 10.1.5 by Contributing available to any Party if it is not in whose failure to fulfill any material breach of any of its representations, warranties, covenants or agreements contained in obligation under this Agreement and there has been a material breach the cause of, or resulted in, the failure of any representation, warranty, covenant the Closing Date to occur on or agreement contained in this Agreement on the part of Company before such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)date.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual Parent if any representation or warranty of the Company contained in Section 2 was incorrect when made such that the condition set forth in Section 6.1 would not be satisfied, or if: (i) any of the Company's covenants contained in this Agreement shall have been breached; (ii) such breach has not been cured within 15 days after written consent notice thereof is delivered by Parent to the Company; provided, however, that no cure period shall apply if such breach is not capable of Contributing Party cure; and (iii) as a result of Companysuch breach, the condition set forth in Section 6.2 would not be satisfied; 10.1.2 (b) by Contributing Party the Company if any representation or warranty of Parent or Merger Sub contained in Section 3 was incorrect when made such that the condition set forth in Section 7.1 would not be satisfied, or if: (i) any of Parent's or Merger Sub's covenants contained in this Agreement shall have been breached; (ii) such breach has not been cured within 15 days after written notice thereof is delivered by the Company to Parent; provided, however, that no cure period shall apply if such breach is not capable of cure; and (iii) as a result of such breach, the condition set forth in Section 7.2 would not be satisfied; (c) by Parent if the Closing has not taken place on or before May 31, 2000 (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in any other agreement or instrument delivered to the Company); (d) by the Company if the Closing has not occurred by January taken place on or before May 31, 2010; 10.1.3 by Contributing Party or Company if: 2000 (a) there is other than as a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation result of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement failure on the part of Contributing Party, the Company to comply with or if perform any representation covenant or warranty of Contributing Party has become untrue, obligation set forth in this Agreement or in any case if any of the conditions set forth in Section 3.1 other agreement or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be curedinstrument delivered to Parent); or 10.1.5 (e) by Contributing Party if it is not in material breach the mutual written consent of any of its representations, warranties, covenants or agreements contained in this Agreement Parent and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except This Agreement may, by written notice given to the Buyer or the Stockholders’ Representatives, as provided in Section 10.2applicable, this Agreement may prior to the Closing, be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party the Buyer and of Companythe Stockholders’ Representatives; 10.1.2 (b) by Contributing Party either the Buyer or Company the Stockholders’ Representatives, if the Closing has not occurred by January 31the Termination Date; provided, 2010however, that (i) the Buyer will not be entitled to terminate pursuant to this Section 7.1(b) if the Buyer or Merger Sub has failed to use commercially reasonable efforts pursuant to Section 5.1, subject to the limitations in Section 5.2, to satisfy the conditions to closing in Section 6.2 and consummate the Transactions and (ii) the Stockholders’ Representatives will not be entitled to terminate pursuant to this Section 7.1(b) if EUSA has failed to use commercially reasonable efforts pursuant to Section 5.1, subject to the limitations in Section 5.2, to satisfy the conditions to closing in Section 6.1 and consummate the Transactions; 10.1.3 (c) by Contributing Party either the Buyer or Company if: (a) there is a final nonappealable order of a the Stockholders’ Representatives if any Governmental Body in effect shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statuteTransactions, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegaland such Order other action shall have become final and nonappealable; 10.1.4 (d) by Company if it is not in material breach of the Buyer, if: (i) EUSA shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been a Agreement, which breach of any representation, warranty, covenant or agreement contained in this Agreement on failure would render the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth condition in Section 3.1 6.1(a) or Section 3.2 would not be 6.1(b) incapable of being satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after (ii) since the date of this Agreement, there shall have occurred any Material Adverse Effect, in the case clauses “(i)” and “(ii)” that is incapable of being cured or satisfied or has not been cured or satisfied by EUSA within thirty (30) days after written notice from Company has been given by the Buyer to EUSA of such breach or failure to perform or Material Adverse Effect; (but no cure period will be required for a breach which e) by its nature cannot be cured); or 10.1.5 by Contributing Party the Stockholders’ Representatives, if it is not in material breach of the Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement Agreement, which breach or failure would render the condition in Section 6.2(a) incapable of being satisfied and there is incapable of being cured or has not been cured by the Buyer within thirty (30) days after written notice has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on given by EUSA to the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party Buyer of such breach or failure to perform; or (but no cure period will be required for a breach which f) by its nature canthe Buyer if EUSA shall have not be cured)delivered to the Buyer by the Consent Deadline evidence that the Required Stockholder Vote shall have been obtained.

Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing: 10.1.1 (a) by mutual the written consent of Contributing Party ABB and of CompanyPurchaser; 10.1.2 (b) by Contributing Party either ABB or Company Purchaser, if the Closing has shall not occurred have been consummated by January July 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining2004; provided, enjoining or otherwise prohibiting consummation of however, that the transactions contemplated by right to terminate this Agreement; or Agreement under this clause (b) there is shall not be available to a party whose failure to fulfill any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of obligation under this Agreement by any Governmental Body that would make consummation has been the cause of, or resulted in, the failure of the transactions contemplated by this Agreement illegalClosing to occur on or before such date; 10.1.4 (c) by Company ABB, if it is not Purchaser in any material breach of respect shall have breached or failed to perform or comply with any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform or comply: (i) would give rise to the failure of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions condition set forth in Section 3.1 8.3; and (ii) has not been, or Section 3.2 would not be satisfied; providedis incapable of being, that, if such inaccuracy in such representations and warranties or breach cured by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured Purchaser within 30 days after the date of Purchaser's receipt of written notice thereof from Company of such breach ABB; (but no cure period will be required for a breach which d) by its nature cannot be cured); or 10.1.5 by Contributing Party Purchaser, if it is not ABB in any material breach of respect shall have breached or failed to perform or comply with any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been Agreement, which breach or failure to perform or comply: (i) would give rise to the failure of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions condition set forth in Section 3.2.1 8.2; and (ii) has not been, or Section 3.2.2 would not be satisfied; providedis incapable of being, that, if such inaccuracy in Company's representations and warranties or breach cured by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured ABB within 30 days after the date of ABB's receipt of written notice thereof from Contributing Party Purchaser; (e) by Purchaser, if there has occurred any change in, or effect on, the Acquired Group which (i) would give rise to the failure of the condition set forth in Section 8.2(f); and (ii) has not been, or is incapable of being, cured by ABB within 30 days of ABB's receipt of written notice thereof from Purchaser; (f) by Purchaser, if any proceeding is instituted by ABB (or any parent company of ABB), or ABB (or such breach parent company) publicly announces an intention to institute such a proceeding, to adjudicate any of them bankrupt or insolvent, or seeking liquidation, winding up or reorganization arrangements, or adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization (but no cure period will be required excluding, for the avoidance of doubt, the merger contemplated by Schedule 11.6 of this Agreement); and (g) by ABB, if any proceeding is instituted by Purchaser (or any parent company of Purchaser), or Purchaser (or such parent company) publicly announces an intention to institute such a breach which by proceeding, to adjudicate any of them bankrupt or insolvent, or seeking liquidation, winding up or reorganization arrangement, adjustment, protection, relief or composition of its nature cannot be cured)debts under any Law relating to bankruptcy, insolvency or reorganization.

Termination Events. Except as provided in Section 10.28.2, this Agreement may be terminated at any time prior to the Closing: 10.1.1 8.1.1 by mutual written consent of Contributing Party and of Company; 10.1.2 8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (bii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 8.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or 3.1or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 8.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 8.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 8.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Seller and of CompanyBuyer; 10.1.2 (b) by Contributing either Seller or Buyer by giving written notice to the other Party or Company if the Closing has shall not have occurred by January 31June 28, 20102021 (the “Outside Date”), unless extended by written agreement of Seller and Buyer; provided, that the Outside Date may be extended by Seller or Buyer for a period of three months (or such other period as Buyer and Seller may agree in writing) in the event the condition set forth in Section 8.1(b) or, if and only if relating to an Order arising under any Antitrust Law, Section 8.1(a), have not been satisfied and all other closing conditions to the respective obligations of the Parties to close hereunder that are capable of being fulfilled by the Outside Date have been satisfied or waived (or, with respect to the conditions that by their terms must be satisfied at the Closing, would have been so satisfied if the Closing would have occurred as of such date); provided, further, that the right to terminate this Agreement under this clause ‎(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the principal cause of, or resulted in, the failure of the Closing to occur on or before such date; 10.1.3 (c) by Contributing either Seller or Buyer by giving written notice to the other Party or Company if: (a) there is a final nonappealable order of a if any Governmental Body in effect Entity shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; or (b) there is any statuteTransactions, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would such Order shall not be satisfiedsubject to appeal or shall have become final and unappealable; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may right to terminate this Agreement under this Section 10.1.4 only clause ‎(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the principal cause of the imposition of such Order; (d) by Seller, by giving written notice to Buyer if either any of the representations and warranties of Buyer contained in ‎Article V shall fail to be true and correct, or there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement, that, in either case, (i) would result in the failure of a condition set forth in ‎Section 8.2(a) or ‎Section 8.2(b), as applicable, and (ii) which is not curable or, if curable, is not cured within 30 days upon the occurrence of the earlier of (A) the 30th day after the date of written notice from Company thereof is given by Seller to Buyer and (B) the day that is the Business Day prior to the Outside Date; provided, that Seller may not terminate this Agreement pursuant to this ‎Section 9.1 if Seller shall have breached any representation, warranty or agreement contained herein that would result in the failure of such breach (but no cure period will be required for a breach which by its nature cannot be curedcondition set forth in ‎Section 8.3(a) or ‎Section 8.3(b), as applicable; or 10.1.5 (e) by Contributing Party Buyer, by giving written notice to Seller if it is not any of the representations and warranties of Seller contained in material ‎Article III or ‎Article IV shall fail to be true and correct, or there shall be a breach by Seller of any covenant or agreement of its representations, warranties, covenants or agreements contained Seller in this Agreement that, in either case, (i) would result in the failure of a condition set forth in ‎Section 8.3(a) or ‎Section 8.3(b), as applicable, and there has been a material breach (ii) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (A) the 30th day after written notice thereof is given by Buyer to Seller, and (B) the day that is the Business Day prior to the Outside Date; provided, that Buyer may not terminate this Agreement pursuant to this ‎Section 9.1 if Buyer shall have breached any representation, warranty, covenant warranty or agreement contained herein that would result in this Agreement on the part failure of Company such that the conditions a condition set forth in Section 3.2.1 ‎Section 8.2(a) or Section 3.2.2 would not be satisfied; provided‎Section 8.2(b), that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)as applicable.

Termination Events. Except as provided Notwithstanding anything to the contrary in Section 10.2this Agreement, this Agreement may be terminated terminated, and the Contemplated Transactions abandoned, at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party and of Companythe Parties; 10.1.2 (b) by Contributing Party ▇▇▇▇▇▇▇▇ HoldCo if HEP shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 7.1 or Section 7.3 and (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from ▇▇▇▇▇▇▇▇ HoldCo of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date, provided, that ▇▇▇▇▇▇▇▇ HoldCo shall not have the right to terminate this Agreement pursuant to this Section 8.1(b)(ii)(B) if HEP demonstrates that it is using good faith efforts to cure such breach or failure to perform; provided, however, that ▇▇▇▇▇▇▇▇ HoldCo may not terminate this Agreement pursuant to this Section 8.1(b) if (x) any of ▇▇▇▇▇▇▇▇ HoldCo’s or the Company’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition specified in Section 7.2(a) not to be satisfied or (y) there has been, and continues to be, a failure by ▇▇▇▇▇▇▇▇ HoldCo or the Company to perform its obligations in such a manner as would cause the condition specified in Section 7.2(b) not to be satisfied; (c) by HEP if ▇▇▇▇▇▇▇▇ HoldCo or the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 7.1 or Section 7.2 and (ii) (A) cannot be cured by the End Date or (B) if capable of being cured by the End Date, shall not have been cured within thirty (30) days following receipt of written notice from HEP of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date, provided, that HEP shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii)(B) if ▇▇▇▇▇▇▇▇ HoldCo demonstrates that it is using good faith efforts to cure such breach or failure to perform; provided, however, that HEP may not terminate this Agreement pursuant to this Section 8.1(c) if (x) any of HEP’s representations and warranties shall have become and continue to be untrue in a manner that would cause the condition specified in Section 7.3(a) not to be satisfied or (y) there has been, and continues to be, a failure by HEP to perform its obligations in such a manner as would cause the condition specified in Section 7.3(b) not to be satisfied; (d) by either ▇▇▇▇▇▇▇▇ HoldCo or HEP if (i) any of the conditions in Section 7.1 shall have become incapable of fulfillment due to (A) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or (B) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions, or (ii) the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing (other than through the failure of any Party seeking to terminate this Agreement pursuant to this Section 8.1(d) to comply fully with its obligations under this Agreement) on or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation before the first Business Day of the transactions contemplated by this Agreement; or month following the date that is nine (b9) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after months following the date of this Agreement by any Governmental Body (such date or such later date as the Parties may agree on or as may be extended pursuant to this Section 8.1(d), the “End Date”); provided that would make consummation of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representationsif, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing PartyEnd Date, or if any representation or warranty of Contributing Party has become untrue, or in any case if any all of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; providedArticle 7, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that other than the conditions set forth in Section 3.2.1 7.1(a) (to the extent any such Legal Restraint is in respect of, or any such Law is, an Antitrust Law) or Section 3.2.2 7.1(b) and those conditions that by their nature are to be satisfied on the Closing (if such conditions would not be satisfiedsatisfied or validly waived were the Closing to occur at such time), shall have been satisfied or waived, then either ▇▇▇▇▇▇▇▇ HoldCo or HEP may extend the End Date for all purposes hereunder by a period of three (3) months; provided, further that, absent mutual agreement of the parties, the End Date may only be extended twice; (e) automatically without action by HEP or ▇▇▇▇▇▇▇▇ HoldCo if such inaccuracy in Company's representations and warranties or breach by Company the Business Combination Agreement is curable by Company through the exercise of its commercially reasonable efforts, then Contributing terminated. The Party may desiring to terminate this Agreement under pursuant to this Section 10.1.5 only if the breach is not cured within 30 days after the date of 8.1 (other than pursuant to Section 8.1(a)) shall give written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured)termination to the other Party.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior terminated: (i) by either the Company, upon delivery of written notice of termination by the Company to the Closing: 10.1.1 Noteholders, or the Noteholders, upon delivery of written notice of termination by mutual written consent of Contributing Party and of the Noteholders to the Company; 10.1.2 by Contributing Party or Company , if the Closing has not occurred by January 31on or before 11:59 p.m., 2010; 10.1.3 by Contributing Party or Eastern Time on February 4, 2019 (the “End Date”); provided, however, that (x) the Company if: shall not be entitled to terminate this Agreement pursuant to this Section 11(a)(i) if (a1) there the Company is a final nonappealable order in material breach of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation this Agreement as of the transactions contemplated by this Agreement; End Date or (b2) there any breach of this Agreement by the Company has caused the failure of any condition set forth in Section 10(a) or 10(b) as of the End Date, and (y) the Noteholders shall not be entitled to terminate this Agreement pursuant to this Section 11(a)(i) if (1) any Noteholder is in material breach of this Agreement as of the End Date or (2) any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date breach of this Agreement by any Governmental Body that would make consummation Noteholder has caused the failure of any condition set forth in Section 10(a) or 10(c) as of the transactions contemplated by this Agreement illegalEnd Date; 10.1.4 (ii) by the Company, upon delivery of written notice of termination by the Company to the Noteholders, if it is not in material breach of (A) any Noteholder has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and to be complied with by it such that the condition set forth in Section 10(c)(v) would not be satisfied or (B) there has been exists a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or any Noteholder contained in any case if any Section 4 of this Agreement such that the conditions condition set forth in Section 3.1 or Section 3.2 10(c)(i) would not be satisfied, and, in the case of both clause (A) and clause (B) above, such breach or failure to perform (x) has not been waived by the Company or cured on or before the earlier of ten (10) days after receipt by the Noteholders of written notice thereof or the End Date or (y) is incapable of being cured by the Noteholders by the End Date; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through that the exercise of commercially reasonable efforts, then Company may shall not be entitled to terminate this Agreement under pursuant to this Section 10.1.4 only 11(a)(ii) if the breach Company is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not also in material breach of this Agreement at such time; and (iii) by the Noteholders, upon delivery of written notice of termination by the Noteholders to the Company, if (A) the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company to be complied with by it such that the conditions condition set forth in Section 3.2.1 or Section 3.2.2 10(b)(iii) would not be satisfied, or (B) there exists a breach of any representation or warranty of the Company contained in Section 5 of this Agreement such that the condition set forth in Section 10(b)(i) would not be satisfied, and, in the case of each of clauses (A) and clause (B) above, such breach or failure to perform (x) has not been waived by the Noteholders or cured on or before the earlier of ten (10) days after receipt by the Company of written notice thereof or the End Date or (y) is incapable of being cured by the Company by the End Date; provided, thathowever, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through that the exercise of its commercially reasonable efforts, then Contributing Party may Noteholders shall not be entitled to terminate this Agreement under pursuant to this Section 10.1.5 only 11(a)(iii) if the any Noteholder is also in material breach is not cured within 30 days after the date of written notice from Contributing Party of this Agreement at such breach (but no cure period will be required for a breach which by its nature cannot be cured)time.

Termination Events. Except as provided in Section 10.2, this This Agreement may be terminated at any time prior to the Closing: 10.1.1 (a) by mutual written consent of Contributing Party Parent and of the Company; 10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010; 10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) by either Parent or the Company, if there is shall be any statute, rule, regulation or order enacted, promulgated or issued Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal, or if any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement after pursuant to this Section 8.1(b) must have used all reasonable efforts to remove any such Order prior to the Termination Date; (c) by Parent, if any of the Company's representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement by or shall have become materially inaccurate as of any Governmental Body that would make consummation subsequent date (as if made on such subsequent date), or if any of the transactions contemplated by this Agreement illegal; 10.1.4 by Company if it is not in material breach of any of its representations, warranties, Company's covenants or agreements contained in this Agreement and there has shall have been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or breached in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfiedmaterial respect; provided, thathowever, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company that Parent may not terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date 8.1(c) on account of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or 10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such an inaccuracy in the Company's representations and warranties or on account of a breach of a covenant by the Company if such inaccuracy or breach is curable by the Company through unless the exercise Company fails to cure such inaccuracy or breach within ten (10) days after receiving written notice from Parent of its commercially reasonable effortssuch inaccuracy or breach; (d) by the Company, then Contributing Party if any of Parent's representations and warranties contained in this Agreement shall have been materially inaccurate as of the Closing Date, or if any of Parent's covenants contained in this Agreement shall have been breached in any material respect; provided, however, that the Company may not terminate this Agreement under this Section 10.1.5 only 8.1(d) on account of an inaccuracy in Parent's representations and warranties or on account of a breach of a covenant by Parent if the such inaccuracy or breach is not cured curable unless Parent fails to cure such inaccuracy or breach within 30 ten (10) days after the date of receiving written notice from Contributing Party the Company of such breach inaccuracy or breach; or (but no cure period will be required for e) by Parent or the Company, if the Closing has not taken place on or before June 30, 2005 (the "Termination Date") (other than as a breach which by result of any failure on the part of the terminating party to comply with or perform any of its nature cannot be curedcovenant or obligation set forth in this Agreement).