THE SELLERS SHALL HAVE EXECUTED AND DELIVERED A
BILL OF SALE SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT D (THE "BILL OF
SALE").
(F)
ASSIGNMENT AND ASSUMPTION AGREEMENT.
THE SELLERS SHALL HAVE
EXECUTED AND DELIVERED THE ASSIGNMENT AND ASSUMPTION AGREEMENT.
(G)
SATISFACTION OF CREDITORS.
THE SELLERS SHALL PROVIDE EVIDENCE
REASONABLY SATISFACTORY TO ACQUIRER THAT ALL OUTSTANDING LIENS OR SECURITY
INTERESTS HELD BY THE PERSONS IDENTIFIED ON SECTION 7.4(G) OF THE DISCLOSURE
SCHEDULE ON OR RELATED TO THE PURCHASED ASSETS HAVE BEEN SATISFIED OR RELEASED
AND THE SELLERS SHALL HAVE TAKEN ALL STEPS NECESSARY TO TERMINATE ALL UCC
FINANCING STATEMENTS WHICH HAVE BEEN FILED WITH RESPECT TO SUCH LIENS OR OTHER
SECURITY INTERESTS.
(H)
AGREEMENTS.
EACH OF THE TRANSITION SERVICES AGREEMENT,
DISTRIBUTION AGREEMENT, THE SUBLEASE, THE TRADEMARK ASSIGNMENT AND THE DOMAIN
NAME ASSIGNMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS
AS OF THE CLOSING.
ARTICLE VIII.
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.1
TERMINATION.
EXCEPT AS PROVIDED IN SECTION 8.2, THIS
AGREEMENT MAY BE TERMINATED AND THE ACQUISITION ABANDONED AT ANY TIME PRIOR TO
THE CLOSING DATE:
(A)
BY MUTUAL AGREEMENT OF THE SELLERS AND ACQUIRER;
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(B)
BY THE ACQUIRER OR THE SELLERS IF:
(I) THE CLOSING HAS NOT
OCCURRED BEFORE 5:00 P.M. (PACIFIC TIME) ON APRIL 30, 2010 (THE "END DATE")
(PROVIDED, HOWEVER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS
SECTION 8.1(B)(I) SHALL NOT BE AVAILABLE TO ANY PARTY WHOSE WILLFUL FAILURE TO
FULFILL ANY OBLIGATION HEREUNDER HAS BEEN THE CAUSE OF, OR RESULTED IN, THE
FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE SUCH DATE); (II) THERE SHALL BE A
FINAL NONAPPEALABLE ORDER OF A FEDERAL OR STATE COURT IN EFFECT PREVENTING
CONSUMMATION OF THE ACQUISITION; OR (III) THERE SHALL BE ANY STATUTE, RULE,
REGULATION OR ORDER ENACTED, PROMULGATED OR ISSUED OR DEEMED APPLICABLE TO THE
ACQUISITION BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY THAT WOULD MAKE
CONSUMMATION OF THE ACQUISITION ILLEGAL;
(C)
BY ACQUIRER IF THERE SHALL BE ANY ACTION TAKEN, OR ANY LAW OR
ORDER ENACTED, PROMULGATED OR ISSUED OR DEEMED APPLICABLE TO THE ACQUISITION, BY
ANY GOVERNMENTAL OR REGULATORY AUTHORITY, WHICH WOULD (I) PROHIBIT ACQUIRER'S
OWNERSHIP OR OPERATION OF ALL OR ANY MATERIAL PORTION OF THE BUSINESS OF THE
SELLERS OR (II) COMPEL ACQUIRER TO DISPOSE OF OR HOLD SEPARATE ALL OR ANY
MATERIAL PORTION OF THE PURCHASED ASSETS AS A RESULT OF THE ACQUISITION;
(D)
BY ACQUIRER IF IT IS NOT IN MATERIAL BREACH OF ITS
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS UNDER THIS AGREEMENT WHICH
ARE CAPABLE OF BEING CURED, AND THERE HAS BEEN A BREACH OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT ON THE PART OF THE
SELLERS, AND THE SELLERS ARE NOT USING THEIR COMMERCIALLY REASONABLE EFFORTS TO
CURE SUCH BREACH, OR HAVE NOT CURED SUCH BREACH WITHIN THIRTY (30) DAYS AFTER
NOTICE OF SUCH BREACH TO THE SELLERS, THAT WOULD CAUSE ANY OF THE CONDITIONS SET
FORTH IN SECTION 7.3 NOT TO BE SATISFIED, AND SUCH CONDITION IS INCAPABLE OF
BEING SATISFIED