ENTITLED TO
VOTE ON THE PLAN VOTE IN SUFFICIENT NUMBER AND AMOUNT AGAINST THE PLAN SUCH THAT
THE PLAN IS NOT OTHERWISE CAPABLE OF BEING CONFIRMED BY THE BANKRUPTCY COURT OR
(II) SUBJECT TO COMPLIANCE BY BUYER WITH THE FIRST SENTENCE OF SECTION 5.13(G),
AT ANY TIME AFTER THE EXPIRATION OF 150 DAYS FOLLOWING THE ENTRY OF AN ORDER,
JUDGMENT OR RULING BY A COURT OF COMPETENT JURISDICTION IN THE REORGANIZATION
CASE DENYING ENTRY OF (OR VACATING), OR THAT IS INCONSISTENT WITH THE ENTRY OF,
A CONFIRMATION ORDER SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G), THE
BANKRUPTCY COURT SHALL NOT HAVE THEREAFTER ENTERED A CONFIRMATION ORDER
SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G); PROVIDED, HOWEVER, THAT
BUYER MAY ONLY TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 8.3(C)(II) IF
AT SUCH TIME IT WOULD NOT REASONABLY BE EXPECTED THAT A CONFIRMATION ORDER
SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G) SHALL BE ENTERED PRIOR TO
THE OUTSIDE DATE; OR
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(D)
FOLLOWING (I) THE CONVERSION OF THE REORGANIZATION CASE INTO ONE
OR MORE CASES UNDER CHAPTER 7 OF THE BANKRUPTCY CODE OR (II) THE APPOINTMENT OF
A CHAPTER 11 TRUSTEE IN THE REORGANIZATION CASE;
provided, however, that the right to terminate this Agreement pursuant to
Section 8.4(a), (b) or (c) shall not be available to Buyer if as of such time it
is a Proximate Cause Party.
SECTION 8.5
EFFECT OF TERMINATION.
(A)
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE
WITH ARTICLE VIII, THIS AGREEMENT SHALL THEREAFTER BECOME VOID AND HAVE NO
EFFECT, AND NO PARTY HERETO SHALL HAVE ANY LIABILITY TO THE OTHER PARTY HERETO
OR THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR
EMPLOYEES, EXCEPT FOR THE OBLIGATIONS OF THE PARTIES HERETO CONTAINED IN THIS
SECTION 8.5 AND IN SECTIONS 9.1, 9.4, 9.6, 9.7, 9.10, 9.11 AND 9.13 (AND ANY
RELATED DEFINITIONAL PROVISIONS SET FORTH IN ARTICLE I), AND EXCEPT THAT NOTHING
IN THIS SECTION 8.5 SHALL RELIEVE ANY PARTY FROM LIABILITY FOR ANY WILLFUL
BREACH OF THIS AGREEMENT THAT AROSE PRIOR TO SUCH TERMINATION.
(B)
IN THE EVENT THAT (I) THIS AGREEMENT IS TERMINATED BY SELLER
PURSUANT TO SECTION 8.2(A) PRIOR TO THE ENTRY OF A [CONFIRMATION]TRANSACTION
ORDER
SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G) AND A TRANSACTION
ORDER (AS DEFINED UNDER THE FRIENDCO PURCHASE AGREEMENT) SATISFYING THE
CONDITION SET FORTH IN SECTION 6.2(G) OF THE FRIENDCO PURCHASE AGREEMENT,
NEITHER OF WHICH HAS[ NOT] BEEN VACATED BY A COURT OF COMPETENT JURISDICTION AND
BUYER IS NOT A PROXIMATE CAUSE PARTY AS OF THE DATE OF SUCH TERMINATION, OR
(II) THIS AGREEMENT IS TERMINATED (A) BY SELLER PURSUANT TO [SECTION]SECTIONS
8.3(A), 8.3(C) OR 8.3(D) OR (B) BY BUYER PURSUANT TO SECTION 8.4(A) (BUT, WITH
RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER, ONLY IN THE CASE OF A
WILLFUL BREACH BY SELLER), 8.4(B) OR 8.4(C) EXCEPT, IN THE CASE OF THIS CLAUSE
(II)(B), IN THE EVENT THAT BUYER IS A PROXIMATE CAUSE PARTY AS OF THE DATE OF
SUCH TERMINATION,