Common use of Termination Without Default Clause in Contracts

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller and Buyer; (ii) by Buyer (A) on any date that is more than 210 days after the date hereof (the “Final Termination Date”), if any condition contained in Section 12.1 or 12.3 has not been satisfied or waived as of such time or (B) on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by such time (“Buyer Regulatory Termination Date”); provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no right to terminate this Agreement under this Section 13.2(a)(ii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a reason that the Closing has not occurred on or before said date; (iii) by Seller (A) on or after September 1, 2009, if the condition set forth in Section 12.1(b) has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by such time; provided, however, that Seller has no right to terminate this Agreement under this Section 13.2(a)(iii) if Seller’s failure to fulfill any of its obligations under this Agreement is a reason that the Closing has not occurred on or before said date; or (iv) by either Buyer or Seller, immediately upon an Order becoming final and non-appealable that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller nor Buyer has the right to terminate this Agreement pursuant to this Section 13.2(a)(iv) if such party or any of its Affiliates has sought entry of, or has failed to use its reasonable best efforts to oppose entry of, such Termination Order. (b) If this Agreement is terminated pursuant to Section 13.2, (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii) this Agreement is null and void and has no effect (other than Sections 7.10(b)-(d), this Article 13, Article 15 and Article 16 and the proviso to the second sentence of Section 7.11(a), which survive termination) and (iii) none of Seller, Buyer or any of their respective Related Persons has any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller Seller, Parent and Buyer; (ii) subject to Sections 9.2(a)(iv) and (v), by Seller if the Closing shall not have occurred on or before May 31, 2013, or, if Buyer (A) on any date that is more than 210 days after the date hereof delivers a Remediation Objection or Seller delivers an Imminent Hazard Objection, July 31, 2013 (the “Final later of such dates, the "Termination Date”), if any condition contained in Section 12.1 or 12.3 has not been satisfied or waived as of such time or (B) on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by such time (“Buyer Regulatory Termination Date”"); provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no right to Seller may not terminate this Agreement under pursuant to this Section 13.2(a)(ii9.2(a)(ii) if Buyer’s failure to fulfill any Seller is in breach of its obligations under this Agreement hereunder and such breach is a the sole reason that the Closing has not occurred on or before said by such date; (iii) subject to Sections 9.2(a)(iv) and (v), by Seller (A) Buyer if the Closing shall not have occurred on or after September 1, 2009, if before the condition set forth in Section 12.1(b) has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by such timeDate; provided, however, that Seller has no right to Buyer may not terminate this Agreement under pursuant to this Section 13.2(a)(iii9.2(a)(iii) if Seller’s failure to fulfill any Buyer is in breach of its obligations under this Agreement hereunder and such breach is a the sole reason that the Closing has not occurred on or before said by such date; or; (iv) by either written notice from Buyer to Seller if there shall be a material breach by Seller of any representation, warranty, covenant or Selleragreement contained in this Agreement, immediately upon an Order becoming final which would result in a failure of a condition set forth in Section 6.1 and non-appealable which breach is not reasonably capable of being cured such that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation applicable condition is not capable of the transactions contemplated hereby or thereby (a “Termination Order”)being satisfied within 30 days following delivery of notice to Seller of such breach; provided, however, that neither Seller nor if less than 30 days remain until the Termination Date when Buyer has provides written notice to Seller, the right Termination Date shall be automatically extended to the last day of such 30-day period; provided, further, however, that Buyer shall not be permitted to terminate this Agreement pursuant to this Section 13.2(a)(iv9.2(a)(iv) if Buyer is then in material breach of the terms of this Agreement; (v) by written notice from Seller to Buyer if there shall be a material breach by Buyer of any representation, warranty, covenant or agreement contained in this Agreement, which would result in a failure of a condition set forth in Section 6.2 and which breach is not reasonably capable of being cured such party or that the applicable condition is not capable of being satisfied within 30 days following delivery of notice to Buyer of such breach; provided, however, that if less than 30 days remain until the Termination Date when Seller provides written notice to Buyer, the Termination Date shall be automatically extended to the last day of such 30-day period; provided, further, however, that Seller shall not be permitted to terminate this Agreement pursuant to this Section 9.2(a)(v) if Seller is then in material breach of the terms of this Agreement; (vi) by Seller if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment and shall not have been waived by Seller; provided, however, that Seller is not then in breach of any of its Affiliates has sought entry ofrepresentations, warranties, covenants or has failed agreements contained in this Agreement; (vii) by Buyer if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment and shall not have been waived by Buyer; provided, however, that Buyer is not then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement; (viii) by Seller pursuant to use its reasonable best efforts Section 7.12(a)(i); or (ix) by Buyer pursuant to oppose entry of, such Termination OrderSection 7.12(b). (b) If Upon termination of this Agreement is terminated pursuant to Section 13.2, 9.2(a): (i) the Deposit, together with any interest accrued thereon less fees and expenses all obligations of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii) parties under this Agreement is null and void and has no effect shall terminate (other than Sections 7.10(b)-(d), this Article 13, Article 15 IX and Article 16 and the proviso to the second sentence of Section 7.11(a)X, which shall survive termination) and (iiiii) except as set forth in this Section 9.2(b) (or this Article IX or Article X, which shall survive termination) none of SellerBuyer, Buyer Seller or Parent or any of their respective Related Persons has officers, directors, employees, representatives, Affiliates, agents or advisors shall have any liability or obligation Liability arising under or in connection with this Agreement; provided that . Notwithstanding anything in this Section 9.2 to the contrary, if this Agreement is terminated in accordance with any of Sections 9.2(a)(iv), (v), (vi) or (vii), the terminating party’s right to pursue all legal remedies will survive such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such terminationunimpaired.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller and Buyer; (ii) by Buyer Buyer, if a Sale Order has not been entered within 90 days after the entry of the Bidding Procedures Order; (Aiii) by Buyer, on any date that is more than 210 365 days after the date hereof (the “Final Termination Date”), if any condition contained in Section 12.1 or 12.3 11.1 has not been satisfied or waived as of such time or (B) on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by such time (“Buyer Regulatory Termination Date”)time; provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no shall not have the right to terminate this Agreement under this Section 13.2(a)(ii12.2(a)(iii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; (iiiiv) by Seller (A) Seller, on or any date that is after September 1, 2009the Termination Date, if the any condition set forth contained in Section 12.1(b) 11.1 has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by as of such time; provided, however, that Seller has no shall not have the right to terminate this Agreement under this Section 13.2(a)(iii12.2(a)(iv) if Seller’s failure to fulfill any of its their obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; or (ivv) by either Buyer or Seller, immediately upon an Order becoming final and non-appealable that declares this Agreement or the Purchase Notice invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller nor Buyer has shall have the right to terminate this Agreement pursuant to this Section 13.2(a)(iv12.2(a)(v) if such party or any of its Affiliates has sought entry of, or has failed to use its all commercially reasonable best efforts to oppose entry of, such Termination Order. (b) If this Agreement is terminated pursuant to Section 13.212.2(a), (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by BuyerAgent, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect)Buyer, (ii) this Agreement is shall become null and void and has have no effect (other than Sections 7.10(b)-(d), this Article 1312, Article 15 13 and Article 16 and the proviso to the second sentence of Section 7.11(a)14, which shall survive termination) and (iii) none of Seller, Buyer or any of their respective Related Persons has shall have any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller Parent and Buyer, given in accordance with Sections 16.8; (ii) by Buyer (A) Buyer, on any date that is more than 210 days after the date hereof January 15, 2003 (the “Final Termination Date”"TERMINATION DATE"), if any condition contained in Section 12.1 or 12.3 13.1 has not been satisfied or waived as of such time or (B) on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by such time (“Buyer Regulatory Termination Date”)time; provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no shall not have the right to terminate this Agreement under this Section 13.2(a)(ii14.2(a)(ii) if Buyer’s 's failure to fulfill any of its obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; (iii) by Seller (A) Buyer, on or any date after September 1October 25, 20092002 and prior to November 2, 2002, if the condition set forth contained in Section 12.1(b13.3(c) has not been satisfied; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 14.2(a)(iii) if Buyer's failure to fulfill any of its obligations under Section 9.6 is the reason that satisfaction of such condition has not occurred; (iv) By Buyer, at any time prior to January 10, 2003, if the sum of the Cost Estimates exceeds $20.0 million; (v) by Parent, on any date that is after the Termination Date, if any condition contained in Section 13.1 has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by as of such time; provided, however, that Seller has no Parent shall not have the right to terminate this Agreement under this Section 13.2(a)(iii14.2(a)(v) if Seller’s Sellers' failure to fulfill any of its their obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; (vi) by Parent, on any date at any time after October 25, 2002, if the condition contained in Section 13.2(d) has not been satisfied; (vii) by Parent, at any time prior to October 21, 2002, automatically upon notice to Buyer as permitted by Section 10.1(c) that any Work Plan is unacceptable to Parent; (viii) By Parent, at any time prior to January 10, 2003, if the sum of the Cost Estimates exceeds $10.0 million; or (ivix) by either Buyer or SellerParent, immediately upon an Order becoming final and non-appealable that declares this Agreement or any of the Ancillary Agreements invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”"TERMINATION ORDER"); provided, however, that neither Seller Parent nor Buyer has shall have the right to terminate this Agreement pursuant to this Section 13.2(a)(iv14.2(a)(ix) if such party or any of its Affiliates has sought entry of, or has failed to use its all commercially reasonable best efforts to oppose entry of, such Termination Order. (b) The Termination Date and the dates specified in each of Section 14.2(a)(iv) and Section 14.2(a)(viii) shall be extended by one (1) day for each day by which the Satisfaction Date is after October 28, 2002, up to a maximum of 44 days. (c) If this Agreement is terminated pursuant to Section 13.214.2(a), (i) the DepositDeposits, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyerthereon, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect)Buyer, (ii) this Agreement is shall become null and void and has have no effect (other than Sections 7.10(b)-(d), this Article 1314, Article 15 and 15, Article 16 and the proviso to the second sentence of Section 7.11(aArticle 17, which shall survive termination), which survive termination) and (iii) none of SellerSellers, Buyer or any of their respective Related Persons has Parties shall have any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller Sellers and Buyer; (ii) by Buyer (A) Buyer, on any date that is more than 210 180 days after the date hereof (the “Final Buyer’s Termination Date”), if any condition contained in Section 12.1 or 12.3 the Closing has not been satisfied or waived as of such time or (B) occurred on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by before such time (“Buyer Regulatory Termination Date”)date; provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no shall not have the right to terminate this Agreement under this Section 13.2(a)(ii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a the reason that the Closing or the Auction has not occurred on or before said dates; (iii) by Sellers, on any date that is more than 120 days after the date hereof (the “Sellers’ Termination Date”), if the Closing has not occurred on or before said such date; (iii) by Seller (A) on or after September 1, 2009, if the condition set forth in Section 12.1(b) has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by such time; provided, however, that Seller has no Sellers shall not have the right to terminate this Agreement under this Section 13.2(a)(iii) if Seller’s Sellers’ failure to fulfill any of its their obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; or (iv) by Buyer, if there shall be a breach by any Seller of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 12.3 and which breach cannot be cured or has not been cured by the earlier of (i) 20 Business Days after the giving of written notice by Buyer to Sellers of such breach and (ii) the Buyer’s Termination Date; (v) by any Seller, if there shall be a breach by Buyer of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 12.2 and which breach cannot be cured or has not been cured by the earlier of (i) 20 Business Days after the giving of written notice by Seller to Buyer of such breach and (ii) the Sellers’ Termination Date; (vi) by either Buyer or SellerSellers, immediately upon an Order becoming final and non-appealable that declares this Agreement or the Deposit Escrow Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller Sellers nor Buyer has shall have the right to terminate this Agreement pursuant to this Section 13.2(a)(iv13.2(a)(vi) if such party or any of its Affiliates has sought entry of, or has failed to use its all commercially reasonable best efforts to oppose entry of, such Termination Order. (b) If this Agreement is terminated pursuant to Section 13.2, (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii) this Agreement is null and void and has no effect (other than Sections 7.10(b)-(d), this Article 13, Article 15 and Article 16 and the proviso to the second sentence of Section 7.11(a), which survive termination) and (iii) none of Seller, Buyer or any of their respective Related Persons has any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller Sellers and Buyer; (ii) (x) by Buyer (A) Buyer, on any date that is more than 210 days or after the date hereof September 30, 2010 (the “Final Buyer Termination Date”), if any condition contained in Section 12.1 or 12.3 the Closing has not been satisfied or waived as of such time or (B) occurred on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by before such time (“Buyer Regulatory Termination Date”)date; provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no shall not have the right to terminate this Agreement under this Section 13.2(a)(ii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a the reason that the Closing has not occurred on or before said date, and (y) by Buyer if an order is entered by the Bankruptcy Court after the date of this Agreement to conduct an auction with respect to the Acquired Assets; (iii) by Seller (A) Sellers, on or after September 130, 20092010 (the “Sellers Termination Date”), if the condition set forth in Section 12.1(b) Closing has not been satisfied occurred on or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by before such timedate; provided, however, that Seller has no Sellers shall not have the right to terminate this Agreement under this Section 13.2(a)(iii) if Seller’s either (A) Sellers’ failure to fulfill any of its their obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; ordate or (B) Buyer has and continues to materially comply with its obligations set forth in Section 2.3; (iv) by Buyer, if there shall be a breach by any Seller of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 12.3 and which breach cannot be cured or has not been cured by the earlier of (i) 20 Business Days after the giving of written notice by Buyer to Sellers of such breach and (ii) the Buyer Termination Date; (v) by Sellers, if there shall be a breach by Buyer of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 12.2 and which breach cannot be cured or has not been cured by the earlier of (i) 20 Business Days after the giving of written notice by Sellers to Buyer of such breach and (ii) the Sellers Termination Date; or (vi) by either Buyer or SellerSellers, immediately upon an Order becoming final and non-appealable that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller nor Buyer has Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(iv13.2(a)(vi) if such party or any of its Affiliates has sought entry of, or has failed Buyer agrees to use its reasonable best efforts pay Sellers’ expenses to oppose entry of, of such Termination OrderOrder and Sellers fail to use commercially reasonable efforts to do so. (b) If this Agreement is terminated pursuant to Section 13.2, (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii) this Agreement is null and void and has no effect (other than Sections 7.10(b)-(d), this Article 13, Article 15 and Article 16 and the proviso to the second sentence of Section 7.11(a), which survive termination) and (iii) none of Seller, Buyer or any of their respective Related Persons has any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller and Buyer; (ii) by Buyer (A) Buyer, on any date that is more than 210 days after the date hereof (the “Final Termination Target Closing Date”), if any condition contained in Section 12.1 or 12.3 8.1 has not been satisfied or waived as of such time or (B) on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by such time (“Buyer Regulatory Termination Date”)time; provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no shall not have the right to terminate this Agreement under this Section 13.2(a)(ii9.2(a)(ii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; and provided further, however, that, upon receipt of a notice of termination by Buyer pursuant to this Section 9.2(a)(ii), Seller shall be entitled, upon notice to Buyer, to a cure period of fifteen (15) days for satisfaction of the conditions precedent set forth in Section 8.1, in which case Buyer shall not be entitled to terminate this Agreement unless and until such cure period expires without satisfaction of all the conditions precedent set forth in Section 8.1; (iii) by Seller (A) Seller, on or any date after September 1, 2009the Target Closing Date, if the any condition set forth contained in Section 12.1(b) 8.1 has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by as of such time; provided, however, that Seller has no shall not have the right to terminate this Agreement under this Section 13.2(a)(iii9.2(a)(iii) if Seller’s failure to fulfill any of its their obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; or (iv) by either Buyer or Seller, immediately upon an Order becoming final and non-appealable that declares this Agreement or the Assignment invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller nor Buyer has shall have the right to terminate this Agreement pursuant to this Section 13.2(a)(iv9.2(a)(iv) if such party Party or any of its Affiliates has sought entry of, or has failed to use its all commercially reasonable best efforts to oppose entry of, such Termination Order. (b) If this Agreement is terminated pursuant to Section 13.29.2(a), (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii) this Agreement is shall become null and void and has have no effect (other than Sections 7.10(b)-(d)Article I, this Article 13, Article 15 IX and Article 16 and the proviso to the second sentence of Section 7.11(a)X, which shall survive termination) and (iiiii) none of Seller, Buyer or any of their respective Related Persons has shall have any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.

Termination Without Default. (a) This Agreement may be terminated at any time before Closing: (i) by mutual written consent of Seller Sellers and Buyer; (ii) by Buyer (A) Buyer, on any date that is more than 210 180 days after the date hereof (the “Final Buyer’s Termination Date”), if any condition contained in Section 12.1 or 12.3 the Closing has not been satisfied or waived as of such time or (B) occurred on or after November 1, 2009 if the condition set forth in Section 12.1(b) has not been satisfied by before such time (“Buyer Regulatory Termination Date”)date; provided, however, that, if Buyer is designated as the Back-Up Bidder at the Auction in accordance with the Bidding Procedures Order, then each of the “Buyer Regulatory Termination Date” and the “Final Termination Date” will be 210 days from the date of the Auction; provided, further, that Buyer has no shall not have the right to terminate this Agreement under this Section 13.2(a)(ii) if Buyer’s failure to fulfill any of its obligations under this Agreement is a the reason that the Closing or the Auction has not occurred on or before said dates; (iii) by Sellers, on any date that is more than 120 days after the date hereof (the “Sellers’ Termination Date”), if the Closing has not occurred on or before said such date; (iii) by Seller (A) on or after September 1, 2009, if the condition set forth in Section 12.1(b) has not been satisfied or (B) on and after the Final Termination Date if any condition contained in Sections 12.1 or 12.2 have not been satisfied or waived by such time; provided, however, that Seller has no Sellers shall not have the right to terminate this Agreement under this Section 13.2(a)(iii) if Seller’s Sellers’ failure to fulfill any of its their obligations under this Agreement is a the reason that the Closing has not occurred on or before said date; or (iv) by Buyer, if there shall be a breach by any Seller of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 12.3 and which breach cannot be cured or has not been cured by the earlier of (i) 20 Business Days after the giving of written notice by Buyer to Sellers of such breach and (ii) the Buyer’s Termination Date; (v) by any Seller, if there shall be a breach by Buyer of any representation or warranty, or any covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 12.2 and which breach cannot be cured or has not been cured by the earlier of (i) 20 Business Days after the giving of written notice by Seller to Buyer of such breach and (ii) the Sellers’ Termination Date; Back to Contents (vi) by either Buyer or SellerSellers, immediately upon an Order becoming final and non-appealable that declares this Agreement or the Deposit Escrow Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby or thereby (a “Termination Order”); provided, however, that neither Seller Sellers nor Buyer has shall have the right to terminate this Agreement pursuant to this Section 13.2(a)(iv13.2(a)(vi) if such party or any of its Affiliates has sought entry of, or has failed to use its all commercially reasonable best efforts to oppose entry of, such Termination Order. (b) If this Agreement is terminated pursuant to Section 13.2, (i) the Deposit, together with any interest accrued thereon less fees and expenses of the Escrow Agent owed by Buyer, shall be returned to Buyer and each of Buyer and Seller shall take all actions necessary to cause such return as promptly as practicable after the date of such termination (including delivery of joint written instructions to such effect), (ii) this Agreement is null and void and has no effect (other than Sections 7.10(b)-(d), this Article 13, Article 15 and Article 16 and the proviso to the second sentence of Section 7.11(a), which survive termination) and (iii) none of Seller, Buyer or any of their respective Related Persons has any liability or obligation arising under or in connection with this Agreement; provided that such termination shall not limit the liability of (A) Buyer for Seller’s Losses arising from or relating to Buyer’s willful or intentional breach of this Agreement arising prior to such termination or (B) Seller for Buyer’s Losses arising from or relating to Seller’s willful or intentional breach of this Agreement arising prior to such termination.