Common use of Unilateral Termination Clause in Contracts

Unilateral Termination. (a) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated by midnight in Washington, DC on October 1, 2017; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Macrovision or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent Macrovision or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPacific Time on January 31, DC on October 1, 20172008; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII VII to be fulfilled or satisfied on or before such date. (c) Either Parent Macrovision or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, of (i) any committed a material breach or failure of its representations and warranties under Article III or Article IV, IV as applicable, of the date hereof or (ii) committed a breach of any of its covenants under Article V covenant or Article VI, as applicableobligation pursuant to this Agreement such that the conditions set forth in Sections 7.2 or 7.3 would not be satisfied, and such breach has not been cured such breach within ten fifteen (1015) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c8.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) ), and if not cured on or prior to the Closing Date, Date such breach would result in the failure of any of the conditions set forth in Article VIII, VII as applicable, applicable to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) ParentMacrovision, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s the Board of Directors of the Company shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s the Board of Directors of the Company in connection therewith does not within five two (52) business days of ParentMacrovision’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. , or (eiii) The Companiesthe Stockholder Approvals have not been obtained by the Company, by giving written notice and copies of such approvals delivered to ParentMacrovision, may terminate this Agreement within two (at any 2) hours following the time prior to the approval and adoption of execution of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7parties.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPalo Alto, DC California on October 1November 15, 20172009; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (iiiii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s Board of Directors of the Company in connection therewith does not within five ten (510) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The CompaniesCompany, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each the Company) if either the Company has received a Superior Proposal and the Board of Directors of such the Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such the Company has substantially complied complies with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent of Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger the Stock Purchase or any other material transaction contemplated by this Agreement. (b) Either Parent or of Buyer the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either Merger the Stock Purchase and the other transactions contemplated by Section 2.1 hereof shall not have been consummated by midnight in Washington, DC Pacific Time on October 1, 2017[***]; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII IX to be fulfilled or satisfied on or before such date. (c) Either Parent of Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in Closing if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III or Article IVV, as applicable, or (ii) any of its covenants under Article V VI or Article VIVIII, as applicable, and has not cured such breach within ten (10) business days 10 Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c10.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicableIX, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c10.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) ParentBuyer, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval Closing if the Shareholder has committed a breach of (i) any of his, her or its representations and adoption warranties under Article III or Article IV or (ii) any of his, her or its covenants under Article VII, and has not cured THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. such breach within 10 Business Days after Buyer has given the Company written notice of such breach and its intention to termination this Agreement pursuant to this Section 10.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured); provided, however, that the right to terminate this Agreement under this Section 10.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Agreement.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either Merger the Mergers or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Mergers on the terms and conditions contemplated by this Agreement illegal. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the First Merger shall not have been consummated by midnight in Washington5:00 p.m. Mountain time on February 25, DC on October 1, 20172025 (the “Termination Date”) if the conditions to the terminating party’s obligations to Closing under Article 7 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 7 to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesThe Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, if Parent or either Merger Sub has committed a breach, or in the case of Parent, either Company has committed a breach, of committed: (i) a breach of any of its their representations and or warranties under Article III 4 that are qualified by materiality or Article IV, as applicable, or material adverse effect; (ii) a material breach of any of its their representations or warranties under Article 4 that are not so qualified by materiality or material adverse effect; or (iii) a material breach of any of their covenants under Article V or Article VIthis Agreement, as applicable, and and (iv) (A) has not cured such breach within ten twenty (1020) business days Business Days after the party seeking to terminate this Agreement Company has given the other party Parent written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (8.2(c); provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be curedcured and (B) and if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party the Company if the party Company is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the Effective Time if the Company has committed: (i) a breach of any of the Company Fundamental Representations or any of the Company’s representations and warranties under Article 3 that are qualified by materiality or material adverse effect; 4898-3834-0359.9 (ii) a material breach of any of its representations and warranties under Article 3 (other than any Company Fundamental Representations) that are not so qualified by materiality or material adverse effect; or (iii) a material breach of any of its covenants under this Agreement, and (iv) (A) has not cured such breach within twenty (20) Business Days after Parent has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 8.2(d); provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to Parent if Parent or either Merger Sub is at that time in material breach of this Agreement. (e) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company, any Subsidiary or the Business. (f) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within twenty-four (24) hours after the execution and delivery of this Agreement by Parent, Merger Sub, the Company, and the Representative. (g) Parent, by giving written notice to the Company, may terminate this Agreement in the event that the condition to Closing described in Section 7.1(c) hereof has not been satisfied on or before the date on which the waiting period applicable to the HSR Submission (including, without limitation, any withdrawal and refiling thereof, to be done (or not) in Parent’s discretion) under the HSR Act has expired or been terminated. (h) Either Parent or the Company, upon written notice to the other, may terminate this Agreement if (i) either Company’s Board a Governmental Authority of Directors shall have for competent jurisdiction has issued an order or any reason recommended, endorsed, accepted other action preliminarily or agreed to an Alternative Transaction permanently enjoining or shall have resolved to do any otherwise prohibiting the consummation of the foregoingTransaction contemplated by this Agreement; provided, or (iihowever, that the right to terminate this Agreement pursuant to this Section 8.2(h) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board is not available to any party hereto whose material breach of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation any provision of this Agreement and the transactions contemplated hereby and reject results in or causes such Alternative Transactionorder or other action. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Purchaser or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling non-appealable judgment or taken any other action, in each case action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either Merger the Sale Transaction or any other material transaction contemplated by this Agreement. (b) Either Parent Purchaser or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if either Merger the Sale Transaction shall not have been consummated by midnight in Washington11:59 p.m. Pacific time, DC on October 1May 31, 20172022 if the conditions to the terminating party’s obligations to Closing under Article 6 have not been satisfied by the other party or waived by the terminating party by such date, other than conditions pertaining to covenants to be performed as part of effectuating the Closing; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b7.2(b) shall not be available to any party (i) whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 6 to be fulfilled or satisfied on or before such datedate or (ii) if the other party is seeking to specifically enforce this Agreement in accordance with Section 10.4 while any such legal proceeding is still pending. (c) Either Parent or the CompaniesPurchaser, by giving written notice to the otherSeller, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, or in the case of Parent, either Company has committed a breach, of if (i) (A) any of its the representations and warranties under Article III or Article IV, 3 are inaccurate as applicableof such time, or (iiB) Seller or any Shareholder has committed a material breach of any of its covenants under Article V 5; (ii) such inaccuracy or Article VI, as applicable, and breach has not been cured such breach within ten thirty (1030) business days after the party seeking to terminate this Agreement Purchaser has given the other party Seller written notice of such breach thereof and its intention to terminate this Agreement pursuant to this Section 9.2(c7.2(c) (provided, however, that no such cure period shall be available or applicable to any such inaccuracy or breach which that by its nature cannot be cured); and (iii) and if not cured on or prior to the Closing Date, such inaccuracy or breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c7.2(c) shall not be available to a party Purchaser if the party Purchaser is at that time in material breach of this Agreement. (d) ParentSeller, by giving written notice to the CompaniesPurchaser, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval Effective Time if (i) (A) any of the representations and adoption warranties under Article 4 are inaccurate as of such time, or (B) Purchaser has committed a material breach of any of its covenants under Article 5 or Part 2 of Schedule 6.2(h); (ii) such inaccuracy or breach has not been cured within thirty (30) days after Seller has given Purchaser written notice of such inaccuracy or breach and its intention to terminate this Agreement pursuant to this Section 7.2(c); provided, however, that no such cure period shall be available or applicable to any such inaccuracy or breach that by its nature cannot be cured; and (iii) if not cured on or prior to the Closing Date, such inaccuracy or breach would result in the failure of any of the conditions set forth in Article 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 7.2(d) shall not be available to Seller if Seller or any Shareholder is at that time in material breach of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Agreement.

Unilateral Termination. (a) Either Parent Buyer on the one hand, or Seller on the Companiesother hand, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger the Share Purchase or any other material transaction contemplated by this Agreement. (b) Either Parent Buyer on the one hand, or Seller on the Companiesother hand, by giving written notice to the other, may terminate this Agreement if either Merger the Closing shall not have occurred on or before the six month anniversary of the Agreement Date or such other date that Buyer and Seller may agree upon in writing (the “Initial Termination Date”); provided that if the Closing shall not have occurred by the Initial Termination Date, but on such date, all of the conditions to the Closing set forth in Article 9 and Article 10 (other than conditions that by their nature are only to be satisfied at the Closing) other than the conditions set forth in Sections 9.4(b), 10.6(a) and 10.6(b) have been consummated by midnight satisfied or waived in Washingtonwriting, DC on October 1then neither party shall be permitted to terminate this Agreement under this Section 11.2(b) until the eight month anniversary of the Agreement Date (the “Extended Termination Date”), 2017; provided, however, provided further that the right to terminate this Agreement pursuant to under this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation any covenant, agreement or warranty obligation hereunder will have been the principal cause of, or covenant made under this Agreement by such party results in will have directly resulted in, the failure of any condition set forth in Article VIII the Closing to be fulfilled or satisfied occur on or before such datethe Initial Termination Date or the Extended Termination Date, as the case may be. (c) Either Parent Buyer on the one hand, or Seller on the Companies, by giving written notice to the other, other hand may terminate this Agreement at any time prior to the Effective Time if, in Closing if (i) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i1) any of its representations and warranties under Article III 3, Article 4 or Article IV5, as applicable, applicable or (ii2) any of its covenants under Section 2.2(a), Section 2.2(c), Article V 6 or Article VI7, as applicable, and has not cured such breach within ten (10) business days 20 Business Days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be curedcured and provided further that the cure period for a breach of Section 2.2(a) or Section 2.2(c) shall be 5 Business Days) and (ii) such breach, if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Purchaser or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either the Merger or any other material transaction the Contemplated Transactions, or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated by midnight in Washington, DC on October 1, 2017illegal; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b7.2(a) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party results in Party is the failure cause of any condition set forth in Article VIII to be fulfilled or satisfied on or before such datefinal judgment under subsection (i) of this Section 7.2(a). (cb) Either Parent Purchaser or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 p.m. Arizona time on October 31, 2025 (the “Termination Date”) if the conditions to the terminating Party’s obligations to Closing under ARTICLE VI (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating Party has not waived such unsatisfied conditions by such time; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to any Party whose breach of a representation or warranty or covenant made under this Agreement by such Party results in the failure of any condition set forth in ARTICLE VI to be fulfilled or satisfied as of such date; provided further, that if the Merger shall not have been consummated as of the Termination Date stated above or thereafter because (i) the conditions specified in Section 6.1(a) or Section 6.1(b) shall not have been satisfied, and (ii) other conditions to Closing in this ARTICLE VI (other than those conditions that by their nature are to be satisfied on the Closing Date) shall have been satisfied at such time, then the Termination Date shall be extended until the earlier of the date that is five (5) Business Days after such condition is satisfied or the date which is ninety (90) calendar days following the Termination Date. Notwithstanding anything to the contrary in this Agreement, if the Merger shall not have been consummated by 5:00 p.m. Arizona time on or before the one (1) year anniversary date of this Agreement, either the Purchaser or the Company may, for any or no reason, terminate this Agreement, by giving written notice to the other. (c) The Company, by giving written notice to Purchaser, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent if Purchaser or Merger Sub has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its their representations and or warranties under Article III or Article IV, as applicableARTICLE III, or (ii) any of its their covenants under Article V or Article VI, as applicablethis Agreement, and (A) has not cured such breach within ten thirty (1030) business calendar days after the party seeking to terminate this Agreement Company has given the other party Purchaser written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c7.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, ARTICLE VI to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c7.2(c) shall not be available to a party the Company if the party Company is at that time in material breach of this Agreement. (d) ParentPurchaser, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the Effective Time if the Company has committed a breach of (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoingits representations or warranties under ARTICLE II, or (ii) any of its covenants under this Agreement, and (A) has not cured such breach within thirty (30) calendar days after Purchaser has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 7.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if an inquirynot cured on or prior to the Closing Date, offer or proposal for an Alternative Transaction if not curable, such breach would result in the failure of any of the conditions set forth in ARTICLE VI to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 7.2(d) shall have been made and such Company’s Board of Directors not be available to Purchaser if Purchaser is at that time in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation material breach of this Agreement and the transactions contemplated hereby and reject such Alternative TransactionAgreement. (e) The CompaniesPurchaser, by giving written notice to Parentthe Company, may terminate this Agreement (at any time prior to the approval and adoption of Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company Group. (f) Purchaser, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if the Written Consent evidencing the Shareholder Approval is no longer effective for any reason other than with Purchaser’s prior written consent. (g) Purchaser, by giving written notice to the required vote Company, may terminate this Agreement at any time prior to the Effective Time if any member of the stockholders Company Group (or any Company Shareholder on behalf of each Companythe Company Group) if either Company has received entered into a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required binding Contract to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7consummate an Interloper Proposal.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger the Transactions; provided, however, the right to terminate this Agreement under this Section 10.2(a) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any other material transaction contemplated by provision of this AgreementAgreement has been a substantial cause or, or substantially resulted in, such order, decree, ruling or action. (b) Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either Merger the Closing shall not have been consummated occurred by midnight in Washington11:59 p.m. (Pacific Time) on December 31, DC on October 1, 20172023 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party Party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied Closing not having occurred on or before such date. (c) Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time ifClosing if the other, or, in the case of a termination by Buyer, the CompaniesCompany or any Shareholder, Parent has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its representations and warranties under Article III III, Article IV or Article IVV, as applicable, or (ii) any of its covenants under Article V VII or Article VIVIII, as applicable, and the breaching Party has not cured such breach within ten twenty (1020) business days Business Days after the party Party seeking to terminate this Agreement has given the other party Party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c10.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot is incapable of being be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIISection 9.2(a), Section 9.2(b), Section 9.3(a) or Section 9.3(b), as applicable, to be fulfilled or satisfiedsatisfied (treating the Closing Date for such purpose as of the date of such breach); provided, however, that the right to terminate this Agreement under this Section 9.2(c10.2(c) shall not be available to a party Party if the party Party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, preventing or enjoining or otherwise prohibiting either Merger any of the Mergers or any other material transaction Contemplated Transaction, or (ii) there has been adopted an applicable Law that makes the consummation of any of the Mergers on the terms and conditions contemplated by this Agreement.Agreement illegal; provided, however, that the Party seeking to terminate this Agreement pursuant to this Section 9.2(a) must have used all reasonable efforts to remove any such final judgment or action in order to terminate this Agreement under this Section 9.2(a); (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either Merger shall the Closing has not taken place on or before the date that is ninety (90) days following the date of this Agreement, if the conditions to the terminating party’s obligations to Closing under Section 7 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been consummated satisfied and the terminating party has not waived such unsatisfied conditions by midnight in Washington, DC on October 1, 2017such time; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party Party who is at that time in material breach of this Agreement or whose breach of a representation or warranty or covenant made under this Agreement by such party Party results in the failure of any condition set forth in Article VIII Section 7 to be fulfilled or satisfied on or before as of such date.; (c) Either Parent or the CompaniesThe Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the First Merger Effective Time if, in the case of the Companies, Parent if any Buyer Party has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its their representations and or warranties under Article III or Article IV, as applicableSection 4, or (ii) any of its their covenants under Article V or Article VI, as applicablethis Agreement, and (A) has not cured such breach within ten (10) business days Business Days after the party seeking to terminate this Agreement Company has given the other party Parent written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, Section 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party the Company if the party Company is at that time in material breach of this Agreement.; (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the First Merger Effective Time if the Company has committed a breach of (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of its representations or warranties under Section 3 (as modified by the foregoingDisclosure Schedule), or (ii) any of its covenants under this Agreement, and (A) has not cured such breach within ten (10) Business Days after Parent has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if an inquirynot cured on or prior to the Closing Date, offer or proposal for an Alternative Transaction if not curable, such breach would result in the failure of any of the conditions set forth in Section 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(d) shall have been made and such Company’s Board of Directors not be available to Parent if any Buyer Party are at that time in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation material breach of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction.Agreement; and (e) The CompaniesParent, by giving written notice to Parentthe Company, may terminate this Agreement (at any time prior to the approval First Merger Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within twenty-four (24) hours after the execution and adoption delivery of this Agreement by the required vote any of the stockholders of each Company) if either Buyer Parties, the Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Securityholders’ Representative.

Unilateral Termination. (a) Either Parent Acquiror or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreementthe Merger. (b) Either Parent Acquiror or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPacific Time on August 15, DC on October 1, 20172006 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 9 or Article 10 to be fulfilled or satisfied on or before such date. (c) Either Parent Acquiror or the Companies, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if, in if (i) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (ix) any of its representations and warranties under Article III 4 or Article IV5, as applicable, or (iiy) any of its covenants under Article V 7 or Article VI8, as applicable, and has such that the conditions set forth in Article 10 or Article 9, as applicable, would not cured such breach within ten be satisfied, (10ii) business days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, (iii) such breach would result in has not been cured by the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfiedTermination Date; provided, however, that the right to terminate this Agreement under this Section 9.2(c11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) ParentAcquiror, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s Board of Directors the Company shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of breached the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative TransactionMutual NDA. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement Agreement: (i) if either the Merger shall not have been consummated by midnight in Washington, DC Eastern Time on October 123, 20172018 (the “Termination Date”); provided, further, that in the event that any Governmental Authority issues a Second Request in connection with any review of the transactions contemplated by this Agreement, the Termination Date may be extended by Parent by providing prior written notice until February 20, 2019; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b)(i) shall not be available to any a party whose breach failure to perform any of a representation or warranty or covenant made its obligations under this Agreement by such party results in has been the primary cause of, or directly resulted in, the failure of any condition set forth in Article VIII the Merger to be fulfilled or satisfied have been consummated on or before the Termination Date; or (ii) if there shall be in effect a final non-appealable Order prohibiting the consummation of the Merger; provided, however, that the right to terminate this Agreement pursuant to this Section 10.2(b)(ii) shall not be available to a party if such dateOrder was primarily due to the failure of such party to perform any of its obligations under this Agreement. (c) Either Parent or the Companies, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if, in if (i) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (iA) any of its representations and warranties under Article III 3 or Article IV4, as applicable, applicable or (iiB) any of its covenants under Article V 5 or Article VI6, as applicable, and has not cured such breach within ten (10) business 30 calendar days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c10.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (ii) such breach, if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII9 or Article 8, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c10.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s Board of Directors the Company shall have for any reason recommended, endorsed, accepted or agreed failed to an Alternative Transaction or shall have resolved to do any of secure the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not Company Stockholder Approval within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this 24 hours following the Agreement and the transactions contemplated hereby and reject such Alternative TransactionDate. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction of the transactions contemplated by this Agreementhereby. (b) Either Parent Buyer or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if either Merger the Closing shall not have been consummated occurred by midnight Eastern Standard Time on March 31, 2002, in Washingtonwhich case either Party, DC by giving written notice to the other, may terminate this Agreement if the Closing shall not have occurred by midnight Eastern Standard Time on October 1March 31, 20172002); providedPROVIDED, howeverFURTHER, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 11 or if the failure of such condition results from facts or circumstances that constitute a breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such dateparty. (c) Either Parent Buyer or the Companies, by giving written notice to the other, Seller may terminate this Agreement at any time prior to the Effective Time if, Closing if the Buyer (in the case of the Companies, Parent has committed a breach, termination by Seller) or Seller (in the case of Parent, either Company a termination by Buyer) has committed a breach, material breach of (i) any of its such party's representations and warranties under Article III or Article IV, as applicable, contained in this Agreement or (ii) any of its such party's covenants under Article V or Article VI, as applicablecontained in this Agreement, and has not cured such material breach within ten five (105) business calendar days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this AgreementSection. (d) ParentBuyer, by giving written notice to the CompaniesSeller, may terminate this Agreement if a Closing Material Adverse Effect shall occur. (ie) either Company’s By Buyer, if the Board of Directors of Seller shall have for any reason recommendedwithdrawn or modified in a manner adverse to Buyer its approval of this Agreement or the transactions contemplated hereunder, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (ef) The CompaniesBy Buyer, by giving written notice to Parentif Seller shall have materially and willfully breached the Seller's obligations under the Loan Agreement or the Management Services Agreement (g) By Seller, may terminate this if Buyer shall have materially and willfully breached the Buyer's obligations under the Loan Agreement (at any time prior to or the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Management Services Agreement.

Unilateral Termination. By Emclaire or Elk County: (ai) Either Parent or the Companiesif there shall have been any material breach of any representation, by giving written notice to the otherwarranty, may terminate this Agreement if a court of competent jurisdiction covenant or other Governmental Authority shall have issued a nonappealable final orderobligation of Emclaire, decree on the one hand, or ruling Elk County, on the other hand, and such breach cannot be, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated been, remedied within thirty (30) days after receipt by midnight such other party of notice in Washington, DC on October 1, 2017writing specifying the nature of such breach and requesting that it be remedied; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose 7.01 unless the breach of the representation, warranty or covenant would entitle the party receiving such representation or warranty or benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled Emclaire) or satisfied on or before such date. Section 6.02(a) (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, breach of representation or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III warranty or Article IV, as applicable, or covenant by Elk County); (ii) any if the Closing Date shall not have occurred prior to December 31, 2008, which date shall be subject to extension by mutual consent, unless the failure of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after occurrence shall be due to the failure of the party seeking to terminate this Agreement has given the other party written notice of such breach and to perform or observe its intention to terminate agreements set forth in this Agreement pursuant required to this Section 9.2(c) (provided, however, that no be performed or observed by such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured party on or prior to before the Closing Date, such breach would result ; (iii) if final action has been taken by a Regulatory Authority whose approval is required in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate connection with this Agreement under this Section 9.2(c) shall not be available to a party if and the party is at that time in material breach Plan of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement Conversion and the transactions contemplated hereby and reject such Alternative Transaction. thereby, which final action (ea) The Companies, by giving written notice has become unappealable and/or (b) does not approve or objects to Parent, may terminate this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval of the members of Elk County required for the consummation of the Conversion Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of members, or at any time prior adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Section X thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vii) in the event that any of the conditions precedent to the approval and adoption obligations of Emclaire, on the one hand, or Elk County, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal (provided that such Company has substantially complied with the provisions terminating party is not then in material breach of Section 5.7any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. (a) Either Parent Acquiror or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent Acquiror or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPacific Time on the later of: (i) May 31, DC on October 1, 20172004 or (ii) the date that is one hundred twenty (120) days after the date that the parties determine that the filing of a Registration Statement pursuant to Section 7.1(f) is required; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII ARTICLE 9 or ARTICLE 10 to be fulfilled or satisfied on or before such date. (c) Either Parent Acquiror or the Companies, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if, in if (a) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III ARTICLE 3 or Article IVARTICLE 4, as applicable, or (ii) any of its covenants under Article V ARTICLE 5 or Article VIARTICLE 6, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIIARTICLE 10 or ARTICLE 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) ParentEither Acquiror or the Company, by giving written notice to the Companiesother, may terminate this Agreement if any required approval of the Company Stockholders approving the Merger and adopting this Agreement and the Certificate of Amendment shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of stockholders (or at any adjournment thereof) or by written consent within 20 business days following the issuance of the Permit or the effectiveness of the Registration Statement; provided, however, that the right to terminate this Agreement under this Section 11.2(d) shall not be available to the Company where the failure to obtain stockholder approval shall have been caused by the action or failure to act of the Company and such action or failure to act constitutes a breach by the Company of this Agreement. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) either the Company’s 's Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) the Company shall have materially breached Section 5.7 (No Other Negotiations), or (iiiii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s 's Board of Directors of the Company in connection therewith does not within five (5) business days of Parent’s Acquiror's request to do so so, reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesFBC, by giving written notice to the otherother Parties, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either Merger the Acquisition or any other material transaction contemplated by this Agreement. (b) Either Parent Buyer or the CompaniesFBC, by giving written notice to the otherother Parties, may terminate this Agreement if either Merger the Acquisition shall not have been consummated by midnight in WashingtonCalifornia time on February 28, DC on October 1, 20172014; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party Party results in the failure of any condition set forth in Article VIII 9 to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesFBC, by giving written notice to the otherother Parties, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent Closing if (i) Buyer has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (iA) any of its the representations and warranties under Article III or Article IV, as applicable6, or (iiB) any of its covenants under Article V or Article VI, as applicable8, and (x) has not cured such breach within ten (10) business days Business Days after the party Party seeking to terminate this Agreement has given the other party Party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c10.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (y) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 9 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c10.2(c) shall not be available to a party FBC if the party Company or any Company Shareholder is at that time in material breach of this Agreement, or (ii) any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on Buyer. (d) ParentBuyer, by giving written notice to the CompaniesCompany and the Company Shareholders, may terminate this Agreement at any time prior to the Closing if (i) either Company’s Board if the Company has committed a breach of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do (A) any of the foregoingrepresentations and warranties under Article 4, or (B) any of its covenants under or Article 7, and (x) has not cured such breach within ten (10) Business Days after the Party seeking to terminate this Agreement has given the other Party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 10.2(d)(i) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (y) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article 9 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 10.2(d)(i) shall not be available to Buyer if Buyer is at that time in material breach of this Agreement, (ii) if an inquiryany Company Shareholder has committed a material breach of any of such Company Shareholder’s representations and warranties under Article 5, offer or proposal for (iii) Buyer elects to consummate an Alternative Buyer Transaction shall pursuant to any Takeover Proposal or (iv) any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transactiona Material Adverse Effect. (e) The CompaniesEither Buyer or FBC, by giving written notice to Parentthe other Parties, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by Effective Time if the required vote of the stockholders of each Company) if either Company has received a Superior Proposal Buyer Shareholders Meeting is convened and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it Buyer Shareholder Approval is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7not obtained.

Unilateral Termination. (a) Either Parent PAR3 or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent PAR3 or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPacific Time on March 31, DC on October 1, 20172006; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII VII to be fulfilled or satisfied on or before such date. (c) Either Parent PAR3 or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c8.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIIVII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) ParentPAR3, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s Board of Directors of the Company in connection therewith does not within five (5) business days of ParentPAR3’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonCalifornia time on May 31, DC on October 1, 20172011; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 7 to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III 3 or Article IV4, as applicable, or (ii) any of its covenants under Article V 5 or Article VI6, as applicable, and (x) has not cured such breach within ten (10) business days 10 Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c8.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (y) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the Closing if (i) either any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquirythere is a Change in Company Recommendation, offer (iii) a Superior Proposal is approved by the Company Board or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not (iv) the Company fails to provide Parent with the Stockholder Approval within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this two Business Days following the Agreement and the transactions contemplated hereby and reject such Alternative TransactionDate. (e) The CompaniesCompany, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by Stockholder Approval if (i) the required vote of the stockholders of each Company) if either Company has received Board receives a Superior Proposal and Proposal, (ii) the Company Board of Directors of such Company determines has determined in its good faith judgment, confirmed by advice of (after consultation with its outside legal counsel, ) that it is required the failure to recommend or accept such Superior Proposal provided that such is inconsistent with the fiduciary duties of the members of the Company Board to the Company Stockholders under Applicable Law, (iii) the Company has substantially complied in all material respects with Section 5.8 and (iv) prior to or concurrent with such termination, the provisions of Company pays the Company Termination Fee to Parent in accordance with Section 5.78.4.

Unilateral Termination. By Oconee or Elberton: (ai) Either Parent or the Companiesif there shall have been any material breach of any representation, by giving written notice to the otherwarranty, may terminate this Agreement if a court of competent jurisdiction covenant or other Governmental Authority shall have issued a nonappealable final orderobligation of Oconee, decree on the one hand, or ruling Elberton, on the other hand, and such breach cannot be, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated been, remedied within thirty (30) days after receipt by midnight such other party of notice in Washington, DC on October 1, 2017writing specifying the nature of such breach and requesting that it be remedied; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 9.2(b7.01(b)(i), unless the breach of the representation, warranty or covenant would entitle the party receiving such representation or warranty or benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01(a) shall not be available to any party whose (in the case of a breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled Oconee) or satisfied on or before such date. Section 6.02(a) (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, breach of a representation or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III warranty or Article IV, as applicable, or covenant by Elberton); (ii) any if the Closing Date shall not have occurred prior to August 31, 2023, which date shall be subject to extension by mutual consent, unless the failure of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after occurrence shall be due to the failure of the party seeking to terminate this Agreement has given the other party written notice of such breach and to perform or observe its intention to terminate obligations set forth in this Agreement pursuant required to this Section 9.2(c) (provided, however, that no be performed or observed by such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured party on or prior to before the Closing Date, such breach would result ; (iii) if final action has been taken by a Regulatory Authority whose approval is required in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate connection with this Agreement under this Section 9.2(c) shall not be available to a party if and the party is at that time in material breach Plan of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement Conversion and the transactions contemplated hereby and reject such Alternative Transaction. thereby, which final action (ea) The Companies, by giving written notice has become unappealable and/or (b) does not approve or object to Parent, may terminate this Agreement (at any time prior to in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval and adoption of this Agreement the Members of Elberton required for the consummation of the Merger Conversion shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of Members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Article IX thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vii) in the event that any of the stockholders conditions precedent to the obligations of each CompanyOconee, on the one hand, or Elberton, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal (provided that such Company has substantially complied with the provisions terminating party is not then in material breach of Section 5.7any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonToronto, DC Canada on October 1January 31, 20172009; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either the Consents have not been delivered to the Secretary of the Company in accordance with Section 5.5, (ii) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (iiiii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s Board of Directors of the Company in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction, or (iv) a California Permit is not issued. (e) The CompaniesCompany, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each the Company) if either the Company has received a Superior Proposal and the Board of Directors of such the Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such the Company has substantially complied complies with the provisions of Section 5.7.

Unilateral Termination. By Fairmount or Fullerton Federal: (ai) Either Parent or the Companiesif there shall have been any material breach of any representation, by giving written notice to the otherwarranty, may terminate this Agreement if a court of competent jurisdiction covenant or other Governmental Authority shall have issued a nonappealable final orderobligation of Fairmount, decree on the one hand, or ruling Fullerton Federal, on the other hand, and such breach cannot be, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated been, remedied within thirty (30) days after receipt by midnight such other party of notice in Washington, DC on October 1, 2017writing specifying the nature of such breach and requesting that it be remedied; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 9.2(b7.01 unless the breach of the representation, warranty or covenant would entitle the party receiving such representation or warranty or benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01(a) shall not be available to any party whose (in the case of a breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled Fairmount) or satisfied on or before such date. Section 6.02(a) (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, breach of a representation or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III warranty or Article IV, as applicable, or covenant by Fullerton Federal); (ii) any if the Closing Date shall not have occurred prior to December 31, 2011, which date shall be subject to extension by mutual consent, unless the failure of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after occurrence shall be due to the failure of the party seeking to terminate this Agreement has given the other party written notice of such breach and to perform or observe its intention to terminate agreements set forth in this Agreement pursuant required to this Section 9.2(c) (provided, however, that no be performed or observed by such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured party on or prior to before the Closing Date, such breach would result ; (iii) if final action has been taken by a Regulatory Authority whose approval is required in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate connection with this Agreement under this Section 9.2(c) shall not be available to a party if and the party is at that time in material breach Plan of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement Conversion and the transactions contemplated hereby and reject such Alternative Transaction. thereby, which final action (ea) The Companies, by giving written notice has become unappealable and/or (b) does not approve or objects to Parent, may terminate this Agreement (at any time prior to in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval and adoption of this Agreement the Members of Fullerton Federal required for the consummation of the Conversion Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of Members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Section IX thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vii) in any event that any of the stockholders conditions precedent to the obligations of each CompanyFairmount, on the one hand, or Fullerton Federal, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal (provided that such Company has substantially complied with the provisions terminating party is not then in material breach of Section 5.7any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. (a) Either Parent Acquiror on the one hand, or Seller and the CompaniesCompanies on the other hand, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger the Share Purchase or any other material transaction contemplated by this Agreement. (b) Either Parent Acquiror on the one hand, or Seller and the CompaniesCompanies on the other hand, by giving written notice to the other, may terminate this Agreement if either Merger the Share Purchase shall not have been consummated by midnight in WashingtonEastern Time on June 19, DC on October 1, 20172017 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition precedent set forth in Article VIII 9 or Article 10 to be fulfilled or satisfied on or before such dateTermination Date. (c) Either Parent Acquiror on the one hand, or Seller and the Companies, by giving written notice to Companies on the other, other hand may terminate this Agreement at any time prior to the Effective Time if, in Closing if (i) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (iA) any of its representations and warranties under Article III 3, Article 4 or Article IV5, as applicable, applicable or (iiB) any of its covenants under Article V 6, Article 7 or Article VI8, as applicable, and has not cured such breach within ten fifteen (1015) business days Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be curedcured and if such cure period would expire after the Termination Date, the Termination Date shall be automatically extended, without any action by any party, to the date on which such cure period expires) and (ii) such breach, if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII9 or Article 10, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement Seller and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to ParentAcquiror, may terminate this Agreement (at any time prior time, in their sole discretion, if a Governmental Authority shall have asserted any claim in any court, agency or other proceeding seeking to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors delay, restrain, prevent, enjoin or otherwise prohibit consummation of such Company determines transactions, and Acquiror has not confirmed in writing its good faith judgment, confirmed intent to use commercially reasonable efforts to contest such claim within five (5) Business Days of a written request for such confirmation from Seller and abided by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7undertaking.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesSellers holding a majority of Company Stock, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger the Transactions; provided, however, the right to terminate this Agreement under this Section 10.2(a) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any other material transaction contemplated by provision of this AgreementAgreement has been a substantial cause or, or substantially resulted in, such order, decree, ruling or action. (b) Either Parent Buyer or the CompaniesSellers holding a majority of Company Stock, by giving written notice to the other, may terminate this Agreement if either Merger the Closing shall not have been consummated occurred by midnight 11:59 p.m. in WashingtonSan Francisco, DC California on October 1September 30, 20172019 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b)) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party Party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied Closing not having occurred on or before such date. (c) Either Parent Buyer or the CompaniesSellers holding a majority of Company Stock, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time ifClosing if the other, or, in the case of a termination by Buyer, the CompaniesCompany or any Seller, Parent has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its representations and warranties under Article III III, Article IV or Article IVV, as applicable, or (ii) any of its covenants under Article V VII or Article VIVIII, as applicable, and the breaching Party has not cured such breach within ten twenty (1020) business days Business Days after the party Party seeking to terminate this Agreement has given the other party Party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c10.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot is incapable of being be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIISection 9.2(a), Section 9.2(b), Section 9.3(a) or Section 9.3(b), as applicable, to be fulfilled or satisfiedsatisfied (treating the Closing Date for such purpose as of the date of such breach); provided, however, that the right to terminate this Agreement under this Section 9.2(c10.2(c) shall not be available to a party Party if the party Party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling Order or taken any other action, in each case action having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement.; provided, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a party if the issuance of such nonappealable final Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement; (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either Merger (i) the Effective Time shall not have occurred on or before 11:59 P.M. Pacific time on the Termination Date or (ii) at the Stockholders' Meeting (or any adjournment or postponement thereof) the requisite vote of the stockholders of the Company in favor of the adoption of this Agreement shall not have been consummated by midnight in Washington, DC on October 1, 2017obtained; provided, howeverthat the right to terminate this Agreement pursuant to Section 8.2(b)(i) shall not be available to any Party whose breach of this Agreement has been the primary cause of, or primarily resulted in, the Merger not being consummated by such date; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b)(ii) shall not be available to the Company if (x) any party whose Primary Stockholder is then in material breach of a representation any of its obligations under the Voting Agreement or warranty or covenant made under (y) if Company's breach of this Agreement by such party results in has been the primary cause of, or primarily resulted in, the failure of any condition set forth in Article VIII by the Company to be fulfilled or satisfied on or before such dateobtain the requisite stockholder approval. (c) Either Parent or the CompaniesThe Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, or in the case of Parent, either Company has committed a breach, of if (i) Parent or Merger Sub shall have failed to comply in any Table of Contents material respect with any of its representations the covenants or agreements contained in this Agreement to be complied with or performed by Parent or Merger Sub at or prior to the date of such notice and warranties under Article III or Article IV, as applicablesuch failure is incapable of being cured by the Termination Date, or (ii) any of its covenants under Article V or Article VIif curable, as applicable, and has not been cured or such breach condition has not been satisfied within ten (10) business days after the party seeking to terminate this Agreement has given receipt of notice thereof; provided, that the other party written notice of such breach and its intention right to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c)(i) shall not be available to a party if the party Company is at that time then in material breach of any of its covenants, agreements, representations or warranties contained in this Agreement or if any Primary Stockholder is then in material breach of any of its obligations under the Voting Agreement; or (ii) the Company receives an unsolicited written Acquisition Proposal and the conditions described in clauses (x), (y) and (z) of Section 5.2(b) are met and prior to or concurrently with such termination, the Company pays the Termination Fee to Parent in accordance with Section 8.4. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the Effective Time if (i) either Company’s the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of termination, which would result in any condition set forth in Section 7.1 not being satisfied, and such failure is incapable of being cured by the Termination Date, or if curable, has not been cured or such condition has not been satisfied within thirty (30) days after the receipt of notice thereof; provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(d)(i) if Parent or Merger Sub is then in material breach of any of its covenants, agreements, representations or warranties contained in this Agreement, (ii) the Board of Directors of the Company shall have for any reason recommendedwithdrawn, endorsed, accepted modified or agreed amended the Recommendations in a manner adverse to an Alternative Transaction Parent or shall have resolved Merger Sub or failed to do any of the foregoing, or publicly reconfirm its Recommendations within ten (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (510) business days of Parent’s receipt of a written request by Parent to do so reconfirm provide such reaffirmation following an Acquisition Proposal, (iii) the Board of Directors of the Company shall have resolved or announced its approval and recommendation intention to recommend to the Company Stockholders that they approve an Acquisition Proposal other than the Merger, or (iv) if any Primary Stockholder is then in material breach of this Agreement and any of its voting obligations under the transactions contemplated hereby and reject such Alternative TransactionVoting Agreement. (e) The CompaniesParent, by giving written notice to Parentthe Company, may terminate this Agreement on or after the date that is ten (at any time prior to 10) business days after the approval and adoption satisfaction or waiver of this Agreement by the required vote all of the stockholders conditions to Parent's or Merger Sub's obligation to consummate the Merger set forth in Sections 7.1 and 7.2 (other than those conditions that by their nature are to be satisfied at the Closing), if Parent or Merger Sub shall not have received the proceeds of each Company) if either Company has received the Debt Financing (other than as a Superior Proposal and the Board result of Directors Parent's or Merger Sub's breach of such Company determines in its good faith judgmentobligations under this Agreement, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal including Section 6.6); provided that the termination under this Section 8.2(e) shall not be effective unless Parent pays the Parent Termination Fee within two (2) business days after such Company has substantially complied with the provisions of Section 5.7termination.

Unilateral Termination. This Agreement may be terminated: (a) Either Parent by either ETP or the CompaniesContributor Representative, by giving written notice on behalf of Contributors, at any time prior to the otherClosing, may terminate this Agreement if a court of competent jurisdiction or other any Governmental Authority Entity shall have issued a nonappealable final order, decree promulgated any applicable Law making illegal or ruling or taken any other action, in each case having the effect of otherwise permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction of the transactions contemplated by this Agreement. (b) Either Parent Agreement or the CompaniesTransaction Documents, by giving written notice to the other, may terminate this Agreement if either Merger and such Law shall not have been consummated by midnight in Washington, DC on October 1, 2017; provided, however, become final and non-appealable; provided that the right Party seeking to terminate this Agreement pursuant to this Section 9.2(b15.2 shall have used its commercially reasonable efforts to have such Law revoked or lifted if and to the extent required by Section 11.1; (b) by either ETP or the Contributor Representative, on behalf of Contributors, if the Closing shall not be available to have occurred on or before November 23, 2016(the “Outside Date”); (c) by ETP, in the event of a breach by any party whose breach Contributor of any representation, warranty, covenant or other agreement contained herein, or if a representation or warranty of any Contributor shall have become untrue or covenant made under this Agreement by such party results inaccurate after the date of original execution hereof, which in either case (i) would result in a breach of any Contributor’s obligations to consummate the transactions contemplated hereby or (ii) (A) would result in a failure of any a condition set forth in Article VIII Section 13.2(a) or Section 13.2(b) to be fulfilled satisfied, and (B) has not been or satisfied on is not cured within twenty (20) Business Days after receipt by such Contributor of written notice from ETP (a copy of which shall be provided to the Contributor Representative) of such breach or before such date.inaccuracy; or (cd) Either Parent or by the CompaniesContributor Representative, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time ifon behalf of Contributors, in the case event of the Companiesa breach by ETP of any representation, Parent has committed a breachwarranty, covenant or other agreement contained herein, or if a representation or warranty of ETP shall have become untrue or inaccurate after the date of original execution hereof, which in the either case of Parent, either Company has committed a breach, of (i) any would result in a breach of its representations and warranties under Article III or Article IV, as applicable, ETP’s obligations to consummate the transactions contemplated hereby or (ii) any (A) would result in a failure of its covenants under Article V or Article VI, as applicablea condition set forth in Section 13.3(a) to be satisfied, and (B) has not been or is not cured such breach within ten twenty (1020) business days Business Days after the party seeking to terminate this Agreement has given the other party receipt by ETP of written notice from the Contributor Representative of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreementinaccuracy. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) 10.2.1 Either Parent Cadence or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreementthe Merger. (b) 10.2.2 Either Parent Cadence or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPacific time on the Termination Date; PROVIDED, DC on October 1, 2017; provided, howeverHOWEVER, that the right to terminate this Agreement pursuant to this Section 9.2(b) 10.2.2 shall not be available to any party whose breach failure to perform in any material respect any of a representation or warranty or covenant made its obligations under this Agreement by such party results in the failure of any condition set forth in Article VIII 8 or Article 9 to be fulfilled satisfied, or satisfied on if the failure of such condition results from facts or before circumstances that constitute a material breach of a representation or warranty under this Agreement by such dateparty, if the other party has performed in all material respects its obligations under this Agreement and if the representations and warranties of such other party to this Agreement are true and correct such that the closing conditions contemplated by Sections 8.1 and 9.1 (whichever is applicable) would be satisfied. (c) 10.2.3 Either Parent Cadence or the Companies, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if, in Closing if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (ia) any of its representations and warranties under Article III 3 or Article IV4 of this Agreement, as applicable, such that the closing conditions contemplated by Sections 9.1 and 8.1, respectively, would fail to be satisfied; or (iib) any of its covenants under Article V 5 or Article VI6 of this Agreement, as applicable, and has not cured such material breach within ten thirty (1030) business days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement10.2.3. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Excite@Home or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreementthe Merger. (b) Either Parent Excite@Home or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in Washington, DC Pacific time on October 1, 2017the date which is the later of (x) 45 calendar days after the Agreement Date or (y) ten days after all waiting periods under the HSR Act relating to the transactions contemplated hereby has expired or been terminated (the "Termination Date"); provided, however, that that, in no event shall the Termination Date be a date later than the date which is 120 calendar days after the Agreement Date. The right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 6 or Article 7 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such party, if the other party results has performed in all material respects its obligations under this Agreement and if the failure representations and warranties of any condition set forth such other party to this Agreement are true and correct in Article VIII to be fulfilled or satisfied on or before such dateall material respects as of the Termination Date. (c) Either Parent Excite@Home or the Companies, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if, in Closing by giving written notice to the case of other party if the Companies, Parent other party has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its representations and warranties under Article III 2 or Article IV3 of this Agreement, as applicable, ; or (ii) any of its covenants under Article V 4 or Article VI5 of this Agreement, as applicable. Excite@Home may terminate this Agreement at any time prior to the Closing if any of the Company Stockholders has materially breached any of his/her representations or warranties contained in the Indemnification Agreement. The nonbreaching party, and however, may only terminate in any such case, if breaching party has not cured such material breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement8.2(c). (d) Parent, Either Excite@Home or Company by giving written notice to the Companies, other may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval Closing if (i) the condition set forth in Section 7.13 (Financing) shall not have been satisfied, or waived by Excite@Home; (ii) the date shall have passed which is the later of (x) 45 calendar days after the Agreement Date and adoption (y) ten calendar days after the date that the initial waiting period under the HSR Act relating to the transactions contemplated hereby has expired or been terminated; and (iii) all other conditions of this Agreement by both parties to the required vote closing of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Merger shall have been satisfied.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either Merger the Acquisition or any other material transaction (ii) a Governmental Authority has adopted an applicable Law that makes the consummation of the Acquisition on the terms and conditions contemplated by this AgreementAgreement illegal. (b) Either Parent Buyer or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if either Merger the Acquisition shall not have been consummated by midnight in Washington5:00 p.m. Eastern Time on the date forty-five (45) days following the date hereof (as may be extended pursuant to Section 7.3, DC on October 1, 2017the “Outside Date”); provided, however, that the Outside Date shall automatically be extended for the Backup Implementation Date (if applicable); provided further, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party Party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesBuyer, by giving written notice to the otherSeller, may terminate this Agreement at any time prior to the Effective Time if, in Closing if the case of the Companies, Parent Seller has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and or warranties under Article III or Article IV, as applicable, IV or (ii) any of its covenants under Article V this Agreement, in each case, that would prevent the satisfaction of or Article VI, as applicableresult in the failure of any of the conditions set forth in Section 8.2(a) or Section 8.2(b) to be satisfied, and such breach has not been waived in writing by Buyer, or if curable, has not been cured such breach within prior to the earlier to occur of (i) ten (10) business days Business Days after the party seeking to terminate this Agreement Buyer has given the other party Seller written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to (ii) the Closing Outside Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party Buyer if the party Buyer is at that time in material breach of this Agreement. (d) ParentThe Seller, by giving written notice to Buyer, may terminate this Agreement at any time prior to the Closing if Buyer has committed a breach of (i) any of its representations or warranties under Article V or (ii) any of its covenants under this Agreement, in each case, that would prevent the satisfaction of or result in the failure of any of the conditions set forth in Section 8.3(a) or Section 8.3(b) to be satisfied, and such breach has not been waived in writing by Seller, or if curable, has not been cured prior to the earlier to occur of (i) ten (10) Business Days after the Seller has given Buyer written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (ii) the Outside Date; provided, however, that the right to terminate this Agreement under this Section 9.2(d) shall not be available to the Seller if the Seller is at that time in material breach of this Agreement. (e) The Seller or, if Buyer is not named the “Back-Up Bidder” at the Auction, Buyer, if (i) Seller enters into a definitive agreement with respect to a Competing Bid or (ii) the Bankruptcy Court enters an Order approving a Competing Bid. (f) Either Buyer or the Seller, by giving written notice to the Companiesother, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted the Bankruptcy Court enters an Order dismissing or agreed converting the Bankruptcy Cases to an Alternative Transaction or shall have resolved to do any cases under chapter 7 of the foregoingBankruptcy Code or if a trustee or examiner with expanded powers to operate or manage the financial affairs or reorganization of the Seller is appointed in the Bankruptcy Case and, in any case, such Order or appointment is not reversed or vacated by the Bankruptcy Court within fourteen (ii14) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transactionafter entry thereof. (ea) The Companies, by giving written notice to Parent, may terminate board of directors (or other equivalent governing body) of any Seller Party determines in good faith after consultation with outside counsel that its continued performance under this Agreement (at or any time prior to Related Agreement would be inconsistent with its fiduciary duties under applicable Law and only after Seller, in providing Buyer with such notice, describes the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of basis for such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7determination.

Unilateral Termination. (a) Either Parent Acquiror or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent Acquiror or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonPacific Time on December 31, DC on October 1, 20172003; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 8 or Article 9 to be fulfilled or satisfied on or before such date. (c) Either Parent Acquiror or the Companies, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if, in if (a) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III 3 or Article IV4, as applicable, or (ii) any of its covenants under Article V 5 or Article VI6, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c10.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (b) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII9 or Article 8, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c10.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) ParentEither Acquiror or the Company, by giving written notice to the Companiesother, may terminate this Agreement if any required approval of the Company Shareholders approving the Merger and adopting this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly noticed and held meeting of shareholders (or at any adjournment thereof) within 30 days following the Agreement Date; provided, however, that the right to terminate this Agreement under this Section 10.2(d) shall not be available to the Company where the failure to obtain shareholder approval shall have been caused by the action or failure to act of the Company and such action or failure to act constitutes a breach by the Company of this Agreement. (e) Acquiror, by giving written notice to the Company, may terminate this Agreement if (i) either the Company’s 's Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) the Company shall have materially breached or be deemed to have materially breached Section 5.7 (No Other Negotiations), (iii) the Company shall have for any reason failed to call, convene and hold the Company Shareholders Meeting (or submit to the vote of the Company Shareholders at the Company Shareholders Meeting the approval of the Merger and adoption of this Agreement) within 30 days following the Agreement Date, (iv) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s 's Board of Directors of the Company in connection therewith therewith, does not within five (5) business days of Parent’s request to do so such occurrence reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction, or (v) the Company fails to timely make any payment due under Section 5.11(e). (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in Washington, DC Pacific Time on October 131, 20172007; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII VII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the First Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten thirty (1030) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured8.2(c) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIIVII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s Board of Directors in connection therewith does not within five ten (510) business days Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesHoldCo, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesHoldCo, by giving written notice to the other, may terminate this Agreement if either Parent shall not have completed a Qualifying Offering by February 28, 2018; provided, that, in the event of a termination of this Agreement under this Section 9.2(b), Parent shall promptly pay to HoldCo, in immediately available funds, an amount equal to the Merger Expenses. (c) Either Parent or HoldCo, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by midnight in WashingtonMarch 21, DC on October 1, 20172018; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b9.2(c) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII Articvle VII to be fulfilled or satisfied on or before such date. Parent shall promptly pay to HoldCo, in immediately available funds, an amount equal to the Merger Expenses in the event Parent terminates this Agreement pursuant to this Section 9.2(c). (cd) Either Parent or the CompaniesHoldCo, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c9.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIIViii, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c9.2(d) shall not be available to a party if the party is at that time in material breach of this Agreement. In the event HoldCo terminates this Agreement pursuant to this Section 9.2(d), Parent shall promptly pay to HoldCo, in immediately available funds, an amount equal to the Merger Expenses. (de) Parent, by giving written notice to the CompaniesHoldCo, may terminate this Agreement if (i) either CompanyHoldCo’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such CompanyHoldCo’s Board of Directors in connection therewith does not within five (5) business days Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (ef) The CompaniesHoldCo, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each CompanyHoldCo) if either Company HoldCo has received a Superior Proposal (prior to the Stockholder Approval) and the Board of Directors of such Company HoldCo determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided Proposal; provided, that such Company HoldCo has substantially complied in all material respects with the provisions of Section 5.7.

Unilateral Termination. By First Star or NSB: (ai) Either Parent or the Companiesif there shall have been any material breach of any representation, by giving written notice to the otherwarranty, may terminate this Agreement if a court of competent jurisdiction covenant or other Governmental Authority shall have issued a nonappealable final orderobligation of First Star, decree on the one hand, or ruling NSB, on the other hand, and such breach cannot be, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated been, remedied within thirty (30) days after receipt by midnight such other party of notice in Washingtonwriting specifying the nature of such breach and requesting that it be remedied, DC on October 1, 2017; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 9.2(b7.01(b) shall not be available to any party whose unless the breach of a the representation or warranty or covenant made under this Agreement would entitle the party receiving such representation or warranty or benefitted by such party results in covenant not to consummate the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. transactions contemplated hereby under Section 6.01 (ca) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, (in the case of the Companies, Parent has committed a breach, breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III representation or Article IV, as applicable, warranty or covenant by NSB); (ii) any if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after occurrence shall be due to the failure of the party seeking to terminate this Agreement has given the other party written notice of such breach and to perform or observe its intention to terminate agreements set forth in this Agreement pursuant required to this Section 9.2(c) (provided, however, that no be performed or observed by such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured party on or prior to before the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate ; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach Plan of this Agreement.Conversion; 38 (div) Parent, if final action has been taken by giving written notice to the Companies, may terminate a Regulatory Authority whose approval is required in connection with this Agreement if (i) either Company’s Board and the Plan of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement Conversion and the transactions contemplated hereby and reject such Alternative Transaction.thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (ev) The Companiesif any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by giving written notice this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the event that any of the conditions precedent to Parentthe obligations of First Star, may terminate on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) of this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions terminating party is not then in material breach of Section 5.7any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. (a) Either Parent Buyer and Merger Sub, on the one hand, or Company and Stockholder, on the Companiesother hand, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction the transactions contemplated by this Agreement. (b) Either Parent Buyer and Merger Sub, on the one hand, or Company and Stockholder, on the Companiesother hand, by giving written notice to the other, may terminate this Agreement if either Merger the transactions contemplated by this Agreement shall not have been consummated by midnight in WashingtonPacific time on September 14, DC on October 1, 2017; provided, however, that 2001 (the "Termination Date"). The right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose failure to perform in any material respect any of its obligations or covenants under this Agreement results in the failure of any condition set forth in Article 6 or Article 7 or if the failure of such condition results from facts or circumstances that constitute a material breach of a representation or warranty or covenant made under this Agreement by such party, if the other party results has performed in all material respects its obligations under this Agreement and if the failure representations and warranties of any condition set forth such other party to this Agreement are true and correct in Article VIII to be fulfilled or satisfied on or before such dateall material respects as of the Termination Date. (c) Either Parent Buyer and Merger Sub, on the other hand, or Company and Stockholder, on the Companiesother hand, by giving written notice to the other, may terminate this Agreement at any time prior to if the Effective Time if, in the case of the Companies, Parent other party has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its representations and warranties under Article III 2 or Article IV3, as applicable, applicable or (ii) any of its covenants under Article V 4 or Article VI5, as applicableapplicable but only if the party alleging such breach is also not in material breach of its representations, and warranties or covenants. The nonbreaching party, however, may only terminate in any such case if breaching party has not cured such material breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement8.2(c). (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. This Agreement may be terminated: (a) Either Parent by either ETP or the CompaniesContributor Representative, by giving written notice on behalf of Contributors, at any time prior to the otherClosing, may terminate this Agreement if a court of competent jurisdiction or other any Governmental Authority Entity shall have issued a nonappealable final order, decree promulgated any applicable Law making illegal or ruling or taken any other action, in each case having the effect of otherwise permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction of the transactions contemplated by this Agreement. (b) Either Parent Agreement or the CompaniesTransaction Documents, by giving written notice to the other, may terminate this Agreement if either Merger and such Law shall not have been consummated by midnight in Washington, DC on October 1, 2017become final and non-appealable; provided, however, provided that the right Party seeking to terminate this Agreement pursuant to this Section 9.2(b15.2 shall have used its commercially reasonable efforts to have such Law revoked or lifted if and to the extent required by Section 11.1; 57 (b) by either ETP or the Contributor Representative, on behalf of Contributors, if the Closing shall not be available to have occurred on or before November 23, 2016(the “Outside Date”); (c) by ETP, in the event of a breach by any party whose breach Contributor of any representation, warranty, covenant or other agreement contained herein, or if a representation or warranty of any Contributor shall have become untrue or covenant made under this Agreement by such party results inaccurate after the date of original execution hereof, which in either case (i) would result in a breach of any Contributor’s obligations to consummate the transactions contemplated hereby or (ii) (A) would result in a failure of any a condition set forth in Article VIII Section 13.2(a) or Section 13.2(b) to be fulfilled satisfied, and (B) has not been or satisfied on is not cured within twenty (20) Business Days after receipt by such Contributor of written notice from ETP (a copy of which shall be provided to the Contributor Representative) of such breach or before such date.inaccuracy; or (cd) Either Parent or by the CompaniesContributor Representative, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time ifon behalf of Contributors, in the case event of the Companiesa breach by ETP of any representation, Parent has committed a breachwarranty, covenant or other agreement contained herein, or if a representation or warranty of ETP shall have become untrue or inaccurate after the date of original execution hereof, which in the either case of Parent, either Company has committed a breach, of (i) any would result in a breach of its representations and warranties under Article III or Article IV, as applicable, ETP’s obligations to consummate the transactions contemplated hereby or (ii) any (A) would result in a failure of its covenants under Article V or Article VI, as applicablea condition set forth in Section 13.3(a) to be satisfied, and (B) has not been or is not cured such breach within ten twenty (1020) business days Business Days after the party seeking to terminate this Agreement has given the other party receipt by ETP of written notice from the Contributor Representative of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreementinaccuracy. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Buyer or the Companies, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated by midnight in Washington, DC on October 1, 2017; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesStockholder Representative, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time ifTime, (i) in the case of the CompaniesStockholder Representative, Parent if Buyer has committed failed to pay on a breachtimely basis the Aggregate SS Option Consideration pursuant to Section 2.5 and Section 2.6, or and (ii) in the case of Parentthe Stockholder Representative or of Buyer, either Company if Buyer or the Supporting Stockholder, as the case may be, has committed a breach, material breach of (i) any of its their representations and warranties under Article III set forth in Section 6 or Article IVSection 3, as applicablerespectively, or (ii) any of its their covenants under Article V or Article VIother agreements set forth in this Agreement and, as applicablein each case, and such breach by Buyer or the Supporting Stockholder has not been cured such breach within ten (10) business 30 calendar days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (7.2(a); provided, however, that no such cure period shall be available or applicable to any such breach which that by its nature cannot be cured) cured and if not cured on or prior to the Closing Date, Date such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, VII of the Merger Agreement to be fulfilled or satisfied; provided, further, however, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to Buyer if Buyer is at that time in material breach of this Agreement or the Stockholder Representative if the Supporting Stockholder is at that time in material breach of this Agreement. (b) This Agreement shall immediately and automatically terminate upon the termination of the Merger Agreement or the Development Agreement pursuant to the terms thereof. (c) Either Buyer or the Stockholder Representative, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time, in the event the Supporting Stockholder Trigger Date does not occur on the date that is 60 days from date of the Merger Agreement; provided, however, that the right to terminate this Agreement under this Section 9.2(c7.2(c) shall not be available to a party Buyer if the party is at that time in Buyer’s material breach of this Agreement. (d) ParentAgreement is the reason the Supporting Stockholder Trigger Date does not occur prior to that date, by giving written notice and shall not be available to the Companies, may terminate this Agreement Stockholder Representative if (i) either Companythe Supporting Stockholder’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation material breach of this Agreement and is the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time reason the Supporting Stockholder Option Trigger Date does not occur prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7date.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in Washington11:59 p.m. Eastern time on August 30, DC on October 1, 20172019 (the “Termination Date”) if the conditions to the terminating party’s obligations to Closing under Article 7 have not been satisfied by the other party or waived by the terminating party by such date other than conditions pertaining to covenants to be performed as part of effectuating the Closing; provided, however, that the foregoing shall automatically be extended until 11:59 p.m. Eastern time on September 30, 2019 if (A) all other conditions to Closing of the party seeking termination have been satisfied as of the Termination Date other than conditions pertaining to covenants as part of effectuating the Closing; provided, however further, that in each case the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 7 (including an Antitrust Condition) to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III 3 or Article IV4, as applicable, or (ii) any of its covenants under Article V 5 or Article VI6, as applicable, and (x) has not cured such breach within ten (10) business days Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (y) if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in Washington5:00 p.m. Pacific time on January 26, DC on October 1, 20172022 (the “Outside Date”) if the conditions to the terminating party’s obligations to Closing under Article 6 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such time; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b7.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in was a proximate cause of the failure of any condition set forth in Article VIII 6 to be fulfilled or satisfied on or before as of such date. (c) Either Parent or the CompaniesThe Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, if Parent or Merger Sub has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its their representations and or warranties under Article III or Article IV, as applicable3, or (ii) any of its their covenants under this Agreement, in each case to the extent such breach would result in the failure of any of the conditions set forth in Article V 6 to be fulfilled or Article VI, as applicablesatisfied, and has not cured such breach within ten twenty (1020) business days Business Days after the party seeking to terminate this Agreement Company has given the other party Parent written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c7.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied); provided, however, that the right to terminate this Agreement under this Section 9.2(c7.2(c) shall not be available to a party the Company if the party Company is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the Effective Time if the Company has committed a breach of (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoingits representations or warranties under Article 2, or (ii) any of its covenants under this Agreement, in each case to the extent such breach would result in the failure of any of the conditions set forth in Article 6 to be fulfilled or satisfied, and has not cured such breach within twenty (20) Business Days after Parent has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 7.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured); provided, however, that the right to terminate this Agreement under this Section 7.2(d) shall not be available to Parent if an inquiry, offer Parent or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors Merger Sub are at that time in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation material breach of this Agreement and the transactions contemplated hereby and reject such Alternative TransactionAgreement. (e) The CompaniesParent, by giving written notice to Parentthe Company, may terminate this Agreement (at any time prior to the approval Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within two (2) hours after the execution and adoption delivery of this Agreement by Parent, Merger Sub, the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Securityholder Representative.

Unilateral Termination. (a) Either Parent Buyer on the one hand, or Seller on the Companiesother hand, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger the Share Purchase or any other material transaction contemplated by this Agreement. (b) Either Parent Buyer on the one hand, or Seller on the Companiesother hand, by giving written notice to the other, may terminate this Agreement if either Merger the Closing shall not have been consummated by midnight occurred on or before the date that is 3 months following the Agreement Date or such other date that Buyer and Seller may agree upon in Washington, DC on October 1, 2017writing (the “Outside Date”); provided, however, provided that the right to terminate this Agreement pursuant to under this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation any covenant, agreement or warranty obligation hereunder will have been the principal cause of, or covenant made under this Agreement by such party results in will have directly resulted in, the failure of any condition set forth in Article VIII the Closing to be fulfilled or satisfied occur on or before such datethe Outside Date. (c) Either Parent Buyer on the one hand, or Seller on the Companies, by giving written notice to the other, other hand may terminate this Agreement at any time prior to the Effective Time if, in Closing if (i) the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i1) any of its representations and warranties under Article III 3, Article 4 or Article IV5, as applicable, applicable or (ii2) any of its covenants under Section 2.2(a), Section 2.2(c), Article V 6 or Article VI7, as applicable, and has not cured such breach within ten (10) business days 20 Business Days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(c11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be curedcured and provided further that the cure period for a breach of Section 2.2(a) or Section 2.2(c) shall be 5 Business Days) and (ii) such breach, if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII10 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c11.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreementthe Merger. (b) Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonEastern Time on January 8, DC on October 1, 20172010; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party Party whose material breach of a representation or warranty or covenant made under this Agreement, the Supporting Stockholder Option Agreements, the Option Termination Agreements or the Development Agreement by such party results in the failure of any condition set forth in Article VIII VII to be fulfilled or satisfied on or before such date. (c) Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, ; or (ii) any of its covenants under Article V or Article VI, as applicable, or with respect to Buyer, its covenants under Section 2.5 and 2.6 of the Supporting Stockholder Option Agreement, and has not cured such breach within ten (10) business 75 calendar days after the party Party seeking to terminate this Agreement has given the other party Party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (8.2(c); provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) cured and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIIIVII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party Party if the party such Party is at that time in material breach of this Agreement. (d) ParentThis Agreement shall be terminated immediately and automatically without any action of any Party in the event the Merger Exercise Notice is not delivered by January 8, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction2010. (e) The Companies, This Agreement shall be terminated immediately and automatically without any action of any Party upon the termination of (i) the Development Agreement or (ii) the Supporting Stockholder Option Agreements. (f) This Agreement may be terminated by giving written notice to Parent, may terminate this Agreement (at any time prior to Buyer if the approval and adoption of this Agreement by the required vote Stockholder Approvals in respect of the stockholders of each Company) if either Company has received a Superior Proposal and Merger shall not have been obtained on or before one Business Day following the Board of Directors of such Company determines in its good faith judgmentAgreement Date, confirmed by advice of outside legal counselprovided, however, that it is required any termination pursuant to recommend or accept such Superior Proposal provided that such Company has substantially complied with this Section 8.2(f) may be exercised by Buyer only within three Business Days of the provisions of Section 5.7Agreement Date.

Unilateral Termination. By W▇▇▇▇ or St. J▇▇▇▇: (ai) Either Parent or the Companiesif there shall have been any material breach of any representation, by giving written notice to the otherwarranty, may terminate this Agreement if a court of competent jurisdiction covenant or other Governmental Authority shall have issued a nonappealable final orderobligation of W▇▇▇▇, decree on the one hand, or ruling St. J▇▇▇▇, on the other hand, and such breach cannot be, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated been, remedied within thirty (30) days after receipt by midnight such other party of notice in Washington, DC on October 1, 2017writing specifying the nature of such breach and requesting that it be remedied; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 9.2(b7.01(b) shall unless the breach of the representation, warranty or covenant would entitle the party receiving such representation or warranty or benefited by such covenant not be available to any party whose consummate the transactions contemplated hereby under Section 6.01(a) (in the case of a breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled W▇▇▇▇) or satisfied on or before such date. Section 6.02(a) (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, breach of a representation or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III warranty or Article IV, as applicable, or covenant by St. J▇▇▇▇); (ii) any if the Closing Date shall not have occurred prior to November 14, 2015, which date shall be subject to extension by mutual consent, unless the failure of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after occurrence shall be due to the failure of the party seeking to terminate this Agreement has given the other party written notice of such breach and to perform or observe its intention to terminate agreements set forth in this Agreement pursuant required to this Section 9.2(c) (provided, however, that no be performed or observed by such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured party on or prior to before the Closing Date, such breach would result ; (iii) if final action has been taken by a Regulatory Authority whose approval is required in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate connection with this Agreement under this Section 9.2(c) shall not be available to a party if and the party is at that time in material breach Plan of this Agreement. (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement Conversion and the transactions contemplated hereby and reject such Alternative Transaction. thereby, which final action (ea) The Companies, by giving written notice has become unappealable and/or (b) does not approve or objects to Parent, may terminate this Agreement (at any time prior to in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; (iv) if the approval and adoption of this Agreement the Members of St. J▇▇▇▇ required for the consummation of the Conversion Merger shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of Members, or at any adjournment or postponement thereof; (v) if the Plan of Conversion terminates in accordance with its terms, as set forth in Article IX thereof; (vi) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (vii) in any event that any of the stockholders conditions precedent to the obligations of each CompanyW▇▇▇▇, on the one hand, or St. J▇▇▇▇, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Section 7.01(b)(ii) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal (provided that such Company has substantially complied with the provisions terminating party is not then in material breach of Section 5.7any representation, warranty, covenant or other agreement contained herein).

Unilateral Termination. (a) 8.2.1 Either Parent Buyer or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling Order or taken any other action, in each case action having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by the Merger; provided, that the right to terminate this Agreement under this Section 8.2.1 shall not be available to a party if the issuance of such nonappealable final Order was primarily due to the breach of such party of its obligations under this Agreement. 8.2.2 Buyer may terminate this Agreement by giving written notice to the Company on or before the third (b3rd) Either Parent Business Day after the Stockholder Approval Delivery Date if the Stockholder Approval shall not have been obtained and delivered to Buyer on or before the Companiesdelivery of such written notice. 8.2.3 The Company, by giving written notice to the otherBuyer, may terminate this Agreement at any time after November 30, 2015 (the “Termination Date”), if either Merger the Closing shall not have been consummated by midnight in Washingtonoccurred on or before the Termination Date, DC on October 1, 2017; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) 8.2.3 shall not be available to any party whose the Company if its breach of a representation or warranty or covenant made under this Agreement by such party results in has been the failure of any condition set forth in Article VIII to be fulfilled primary cause of, or satisfied primarily resulted in, the Merger not being consummated on or before such date. (c) Either Parent or the Companies8.2.4 Buyer, by giving written notice to the otherCompany, may terminate this Agreement at any time after the Termination Date, if the Closing shall not have occurred on or before the Termination Date, provided, that the right to terminate this Agreement pursuant to this Section 8.2.4 shall not be available to Buyer if its breach of this Agreement has been the primary cause of, or primarily resulted in, the Merger not being consummated on or before such date. 8.2.5 The Company, at any time prior to the Closing, if all of the conditions set forth in Section 6.1 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, provided such conditions are capable of being satisfied as of the date of the Company’s notice terminating the Agreement pursuant to this Section 8.2.5), the Company has given notice to Buyer in writing that it is prepared to consummate the Closing and Buyer and Merger Sub fail to consummate the transactions contemplated by this Agreement by the third (3rd) Business Day after the Closing should have occurred pursuant to Section 2.2 and the Company stood ready, willing and able to consummate the Closing throughout such three (3) Business Day period. 8.2.6 The Company, by giving written notice to Buyer, may terminate this Agreement at any time prior to the Effective Time if, Termination Date if Buyer or Merger Sub shall have failed to comply in all material respects with the case covenants or agreements contained in this Agreement to be complied with or performed by Buyer or Merger Sub at or prior to the date of such notice and such failure is incapable of being cured by the Companies, Parent has committed a breachTermination Date, or in the case of Parentif curable, either Company has committed a breach, of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not been cured or such breach condition has not been satisfied within ten thirty (1030) business days after the party seeking to terminate this Agreement has given receipt of notice thereof; provided, that the other party written notice of such breach and its intention right to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) 8.2.6 shall not be available to a party if the party Company is at that time then in material breach of any of its covenants, agreements, representations or warranties contained in this Agreement. (d) Parent8.2.7 Buyer, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of Termination Date if the Company shall have failed to comply in all material respects with the covenants or agreements contained in this Agreement to be complied with or performed by the required vote of Company at or prior to the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors date of such Company determines in its good faith judgmentnotice and such failure is incapable of being cured by the Termination Date, confirmed by advice or if curable, has not been cured or such condition has not been satisfied within thirty (30) days after the receipt of outside legal counselnotice thereof; provided, that it Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.2.7 if Buyer or Merger Sub is required to recommend then in material breach of any of its covenants, agreements, representations or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7warranties contained in this Agreement.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in Washington, DC 5:00 p.m. Eastern time on October 1, 2017the date that is sixty (60) days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 6 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such time; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b7.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 6 to be fulfilled or satisfied on or before as of such date. (c) Either Parent or the CompaniesThe Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, if Parent or Merger Sub has committed a breach, or in the case of Parent, either Company has committed a breach, material breach of (i) any of its their representations and or warranties under Article III or Article IV, as applicable4, or (ii) any of its their covenants under Article V or Article VIthis Agreement, as applicableand, and in each case, (A) has not cured such material breach within ten thirty (1030) business days Business Days after the party seeking to terminate this Agreement Company has given the other party Parent written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c7.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such material breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c7.2(c) shall not be available to a party the Company if the party Company is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement at any time prior to the Effective Time if the Company has committed a material breach of (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoingits representations or warranties under Article 3, or (ii) any of its covenants under this Agreement, and, in each case, (A) has not cured such material breach within thirty (30) Business Days after Parent has given the Company written notice of such material breach and its intention to terminate this Agreement pursuant to this Section 7.2(d) (provided, however, that no such cure period shall be available or applicable to any such material breach which by its nature cannot be cured) and (B) if an inquirynot cured on or prior to the Closing Date, offer or proposal for an Alternative Transaction if not curable, such material breach would result in the failure of any of the conditions set forth in Article 6 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 7.2(d) shall have been made and such Company’s Board of Directors not be available to Parent if Parent or Merger Sub are at that time in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation material breach of this Agreement and the transactions contemplated hereby and reject such Alternative TransactionAgreement. (e) The CompaniesParent, by giving written notice to Parentthe Company, may terminate this Agreement (at any time prior to the approval Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company. (f) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Stockholder Approval are not delivered to Parent within seventy-two (72) hours after the execution and adoption delivery of this Agreement by Parent, Merger Sub, the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Securityholder Representative.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in WashingtonSan Jose, DC California on October 1April 30, 20172016; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b)) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in if the case of the Companies, Parent other has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and warranties under Article III or Article IV, as applicable, or (ii) any of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to the Closing Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such the Company’s Board of Directors of the Company in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The CompaniesCompany, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each the Company) if either the Company has received a Superior Proposal and the Board of Directors of such the Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such the Company has substantially complied with the provisions of Section 5.7.

Unilateral Termination. (a) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority of competent jurisdiction shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal. (b) Either Parent or the CompaniesCompany, by giving written notice to the other, may terminate this Agreement if either the Merger shall not have been consummated by midnight in Washington5:00 p.m. Eastern time on December 31, DC on October 1, 20172020 if the conditions to the terminating party’s obligations to Closing under Article 7 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII 7 to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesThe Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, if Parent or Merger Sub has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its their representations and or warranties under Article III or Article IV, as applicable4, or (ii) any of its their covenants under Article V or Article VI, as applicablethis Agreement, and (A) has not cured such breach within ten twenty (1020) business days Business Days after the party seeking to terminate this Agreement Company has given the other party Parent written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (8.2(c); provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be curedcured and (B) and if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c8.2(c) shall not be available to a party the Company if the party Company is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the CompaniesCompany, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval Effective Time if the Company has committed a breach of (i) any of its representations or warranties under Article 3, or (ii) any of its covenants under this Agreement, and adoption (A) has not cured such breach within twenty (20) Business Days after Parent has given the Company written notice of such breach and its intention to terminate this Agreement pursuant to this Section 8.2(d); provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to Parent if Parent or Merger Sub are at that time in material breach of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7Agreement.

Unilateral Termination. (a) Either Parent Buyer or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting either Merger the Acquisition or any other material transaction (ii) a Governmental Authority has adopted an applicable Law that makes the consummation of the Acquisition on the terms and conditions contemplated by this AgreementAgreement illegal. (b) Either Parent Buyer or the CompaniesSeller, by giving written notice to the other, may terminate this Agreement if either Merger the Acquisition shall not have been consummated by midnight in Washington5:00 p.m. Eastern Time on the date forty-five (45) days following the date hereof (as may be extended pursuant to Section 7.3, DC on October 1, 2017the “Outside Date”); provided, however, that the Outside Date shall automatically be extended for the Backup Implementation Date (if applicable); provided further, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party Party results in the failure of any condition set forth in Article VIII to be fulfilled or satisfied on or before such date. (c) Either Parent or the CompaniesBuyer, by giving written notice to the otherSeller, may terminate this Agreement at any time prior to the Effective Time if, in Closing if the case of the Companies, Parent Seller has committed a breach, or in the case of Parent, either Company has committed a breach, breach of (i) any of its representations and or warranties under Article III or Article IV, as applicable, IV or (ii) any of its covenants under Article V this Agreement, in each case, that would prevent the satisfaction of or Article VI, as applicableresult in the failure of any of the conditions set forth in Section 8.2(a) or Section 8.2(b) to be satisfied, and such breach has not been waived in writing by Buyer, or if curable, has not been cured such breach within prior to the earlier to occur of (i) ten (10) business days Business Days after the party seeking to terminate this Agreement Buyer has given the other party Seller written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or prior to (ii) the Closing Outside Date, such breach would result in the failure of any of the conditions set forth in Article VIII, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party Buyer if the party Buyer is at that time in material breach of this Agreement. (d) ParentThe Seller, by giving written notice to Buyer, may terminate this Agreement at any time prior to the Closing if Buyer has committed a breach of (i) any of its representations or warranties under Article V or (ii) any of its covenants under this Agreement, in each case, that would prevent the satisfaction of or result in the failure of any of the conditions set forth in Section 8.3(a) or Section 8.3(b) to be satisfied, and such breach has not been waived in writing by Seller, or if curable, has not been cured prior to the earlier to occur of (i) ten (10) Business Days after the Seller has given Buyer written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (ii) the Outside Date; provided, however, that the right to terminate this Agreement under this Section 9.2(d) shall not be available to the Seller if the Seller is at that time in material breach of this Agreement. (e) The Seller or, if Buyer is not named the “Back-Up Bidder” at the Auction, Buyer, if (i) Seller enters into a definitive agreement with respect to a Competing Bid or (ii) the Bankruptcy Court enters an Order approving a Competing Bid. (f) Either Buyer or the Seller, by giving written notice to the Companiesother, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted the Bankruptcy Court enters an Order dismissing or agreed converting the Bankruptcy Cases to an Alternative Transaction or shall have resolved to do any cases under chapter 7 of the foregoingBankruptcy Code or if a trustee or examiner with expanded powers to operate or manage the financial affairs or reorganization of the Seller is appointed in the Bankruptcy Case and, in any case, such Order or appointment is not reversed or vacated by the Bankruptcy Court within fourteen (ii14) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transactionafter entry thereof. (eg) The Companies, by giving written notice to Parent, may terminate board of directors (or other equivalent governing body) of any Seller Party determines in good faith after consultation with outside counsel that its continued performance under this Agreement (at or any time prior to Related Agreement would be inconsistent with its fiduciary duties under applicable Law and only after Seller, in providing Buyer with such notice, describes the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of basis for such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7determination.

Unilateral Termination. By P▇▇▇▇ or Commonwealth: (ai) Either Parent or the Companiesif there shall have been any material breach of any representation, by giving written notice to the otherwarranty, may terminate this Agreement if a court of competent jurisdiction covenant or other Governmental Authority shall have issued a nonappealable final orderobligation of P▇▇▇▇, decree on the one hand, or ruling Commonwealth, on the other hand, and such breach, unless otherwise waived by the non-breaching party, cannot be, or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting either Merger or any other material transaction contemplated by this Agreement. (b) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement if either Merger shall not have been consummated been, remedied within thirty (30) days after receipt by midnight such other party of notice in Washington, DC on October 1, 2017writing specifying the nature of such breach and requesting that it be remedied; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 9.2(b7.01 unless the breach of the representation, warranty or covenant would entitle the party receiving such representation or warranty or benefited by such covenant not to consummate the transactions contemplated hereby under Section 6.01(a) shall not be available to any party whose (in the case of a breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article VIII to be fulfilled P▇▇▇▇) or satisfied on or before such date. Section 6.02(a) (c) Either Parent or the Companies, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if, in the case of the Companies, Parent has committed a breach, breach of a representation or in the case of Parent, either Company has committed a breach, of (i) any of its representations and warranties under Article III warranty or Article IV, as applicable, or covenant by Commonwealth); (ii) any if the Closing Date shall not have occurred on or prior to August 31, 2015, which date shall be subject to extension by mutual consent, unless the failure of its covenants under Article V or Article VI, as applicable, and has not cured such breach within ten (10) business days after occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth in this Agreement required to be performed or observed by such party on or before the Closing Date; (iii) if final action has given been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the other Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and/or (b) does not approve or objects to this Agreement (in whole or in part) or the Plan of Conversion or the transactions contemplated hereby or thereby; provided, however, that a party written notice of such breach and its intention shall not be permitted to terminate this Agreement pursuant to this Section 7.01 (b)(iii) if such denial is attributable to the failure of such party to perform any covenant in this Section 9.2(c) (provided, however, that no such cure period shall Agreement required to be available or applicable to any such breach which by its nature cannot be cured) and if not cured on or performed prior to the Closing Date; (iv) if the Plan of Conversion terminates in accordance with its terms, as set forth in Section IX thereof; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such breach would result order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the failure of any event that any of the conditions set forth in Article VIIIprecedent to the obligations of P▇▇▇▇, as applicableon the one hand, or Commonwealth, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled or satisfied; provided, however, by the date specified in Section 7.01(b)(ii) (provided that the right to terminate this Agreement under this Section 9.2(c) shall not be available to a party if the terminating party is at that time not then in material breach of this Agreementany representation, warranty, covenant or other agreement contained herein). (d) Parent, by giving written notice to the Companies, may terminate this Agreement if (i) either Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and such Company’s Board of Directors in connection therewith does not within five (5) business days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) The Companies, by giving written notice to Parent, may terminate this Agreement (at any time prior to the approval and adoption of this Agreement by the required vote of the stockholders of each Company) if either Company has received a Superior Proposal and the Board of Directors of such Company determines in its good faith judgment, confirmed by advice of outside legal counsel, that it is required to recommend or accept such Superior Proposal provided that such Company has substantially complied with the provisions of Section 5.7.