COMPANY AND SELLERS' REPRESENTATIVE
IF (I) THE TRANSACTIONS SHALL VIOLATE ANY ORDER THAT SHALL HAVE BECOME FINAL AND
NONAPPEALABLE OR (II) THERE SHALL BE A LAW WHICH MAKES THE TRANSACTIONS ILLEGAL
OR OTHERWISE PROHIBITED;
(E)
BY THE PURCHASER OR THE COMPANY AND SELLERS' REPRESENTATIVE AT ANY
TIME AFTER 120 DAYS FOLLOWING THE DATE HEREOF, IF THE CLOSING SHALL NOT HAVE
OCCURRED; PROVIDED, HOWEVER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT UNDER
THIS SUBSECTION (E) SHALL NOT BE AVAILABLE TO ANY PARTY WHOSE FAILURE TO FULFILL
ANY OBLIGATION UNDER THIS AGREEMENT SHALL HAVE BEEN THE CAUSE OF, OR RESULTED
IN, THE FAILURE OF THE CLOSING TO OCCUR PRIOR TO SUCH DATE;
provided further, however, that such notice of termination is provided in
writing.
9.2
EFFECT OF TERMINATION.
EACH PARTY'S RIGHT OF TERMINATION UNDER
SECTION 9.1 IS IN ADDITION TO ANY OTHER RIGHTS IT MAY HAVE UNDER THIS AGREEMENT
OR OTHERWISE, AND THE EXERCISE OF SUCH RIGHT OF TERMINATION WILL NOT BE AN
ELECTION OF REMEDIES.
IN THE EVENT OF TERMINATION OF THIS AGREEMENT PURSUANT TO
SECTION 9.1, ALL OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT WILL TERMINATE,
EXCEPT THAT THE OBLIGATIONS OF THE PARTIES IN THIS SECTION 9.1 AND SECTIONS 2.3
AND 4.20 (BROKER FEES), SECTION 5.5 (PUBLICITY AND CONFIDENTIALITY) AND
ARTICLE X WILL SURVIVE; PROVIDED, HOWEVER, THAT, IF THIS AGREEMENT IS TERMINATED
BECAUSE OF A BREACH OF THIS AGREEMENT BY THE NON-TERMINATING PARTY OR BECAUSE
ONE OR MORE OF THE CONDITIONS TO THE TERMINATING PARTY'S OBLIGATIONS UNDER THIS
AGREEMENT IS NOT SATISFIED AS A RESULT OF THE NON-TERMINATING PARTY'S FAILURE TO
COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, THEN THE TERMINATING PARTY'S
RIGHT (INCLUDING F&H LLC'S RIGHT, AS APPLICABLE) TO PURSUE ALL LEGAL REMEDIES
HEREUNDER AND OTHERWISE IN CONNECTION WITH SUCH BREACH WILL SURVIVE SUCH
TERMINATION UNIMPAIRED; PROVIDED FURTHER, HOWEVER, THAT THE PURCHASER'S RIGHT TO
PURSUE ALL SUCH LEGAL REMEDIES HEREUNDER SHALL BE LIMITED TO THE COMPANY, AND
THE PURCHASER SHALL HAVE NO RIGHT TO PURSUE REMEDIES UNDER THIS ARTICLE IX
AGAINST THE SELLERS INDIVIDUALLY.
IN THE EVENT OF TERMINATION OF THE AGREEMENT,
AND REGARDLESS OF THE REASON FOR THE TERMINATION, THE CONFIDENTIALITY AGREEMENT
AND ANY AGREEMENT EXECUTED BY THE PURCHASER IN CONNECTION WITH THE RECEIPT OF
THE CONFIDENTIAL OFFERING MEMORANDUM OF THE COMPANY SHALL CONTINUE IN FULL FORCE
AND EFFECT.
9.3
SPECIFIC PERFORMANCE.
THE SELLERS, THE COMPANY, F&H LLC, AND
PURCHASER SHALL EACH HAVE THE RIGHT TO SPECIFIC PERFORMANCE OF THE OBLIGATIONS
OF THE OTHER UNDER THIS AGREEMENT.
THE SELLERS, THE COMPANY, F&H LLC, AND
PURCHASER EACH ACKNOWLEDGE THAT IRREPARABLE DAMAGE
WOULD RESULT IF THIS AGREEMENT IS NOT SPECIFICALLY ENFORCED.
THE SELLERS, THE
COMPANY, F&H LLC, AND PURCHASER EACH HEREBY AGREES THAT MONETARY DAMAGES WOULD
NOT BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY REASON OF A BREACH BY THE
OTHER OF THE PROVISIONS OF THIS AGREEMENT AND EACH HEREBY AGREES TO WAIVE THE
DEFENSE THAT A REMEDY AT LAW MAY BE ADEQUATE IN ANY ACTION OR PROCEEDING FOR
SPECIFIC PERFORMANCE HEREUNDER.
ARTICLE X
MISCELLANEOUS
10.1
EXPENSES.
WHETHER