HSR ACT.
THE WAITING PERIOD APPLICABLE TO THE CONSUMMATION OF THE
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TRANSACTIONS CONTEMPLATED HEREUNDER REQUIRED PURSUANT TO THE HSR ACT SHALL HAVE
EXPIRED.
10.06
ALL NECESSARY DOCUMENTS.
ALL PROCEEDINGS TO BE TAKEN IN CONNECTION
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND
ALL DOCUMENTS INCIDENT THERETO, SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO SELLER AND ITS COUNSEL, AND SELLER AND ITS COUNSEL SHALL HAVE
RECEIVED COPIES OF SUCH DOCUMENTS AS IT AND ITS COUNSEL MAY REASONABLY REQUEST
IN CONNECTION WITH SAID TRANSACTIONS, INCLUDING THOSE DOCUMENTS TO BE DELIVERED
PURSUANT TO SECTION 3.03 HEREOF.
Seller shall have the right to waive any of the foregoing conditions precedent,
except for the condition set forth in Section 10.05 hereof.
ARTICLE XI
TERMINATION
11.01
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO
THE CLOSING AS FOLLOWS, AND IN NO OTHER MANNER:
(A)
BY MUTUAL WRITTEN CONSENT OF PURCHASER AND SELLER;
(B)
BY PURCHASER OR BY SELLER, IF AT OR BEFORE THE CLOSING ANY
CONDITION SET FORTH HEREIN FOR THE BENEFIT OF THE PURCHASER OR SELLER,
RESPECTIVELY, SHALL NOT HAVE BEEN TIMELY MET IN ALL MATERIAL RESPECTS OR CANNOT
BE TIMELY MET IN ALL MATERIAL RESPECTS; PROVIDED, THE PARTY SEEKING TO TERMINATE
IS NOT IN MATERIAL BREACH OF, OR MATERIAL DEFAULT UNDER, THIS AGREEMENT;
(C)
BY PURCHASER OR BY THE SELLER IF THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL NOT HAVE OCCURRED ON OR BEFORE JUNE 30,
2007, OR SUCH LATER DATE AS MAY HAVE BEEN AGREED UPON IN WRITING BY THE PARTIES
HERETO; PROVIDED, THE PARTY SEEKING TO TERMINATE IS NOT IN MATERIAL BREACH OF,
OR MATERIAL DEFAULT UNDER, THIS AGREEMENT;
(D)
BY PURCHASER AS PROVIDED IN SECTION 6.01(C); OR
(E)
BY PURCHASER OR BY SELLER IF ANY REPRESENTATION OR WARRANTY MADE
HEREIN FOR THE BENEFIT OF PURCHASER OR SELLER, RESPECTIVELY, OR IN ANY
CERTIFICATE, SCHEDULE OR DOCUMENTS FURNISHED TO PURCHASER OR SELLER,
RESPECTIVELY, PURSUANT TO THIS AGREEMENT IS UNTRUE IN ANY MATERIAL RESPECT
(EXCEPT THAT, IN EACH SUCH CASE, REPRESENTATIONS AND WARRANTIES CONTAINING A
MATERIALITY STANDARD SHALL HAVE BEEN AND BE TRUE AND CORRECT WITHIN THE
MATERIALITY STANDARD SET FORTH THEREIN), OR PURCHASER OR SELLER, RESPECTIVELY,
SHALL HAVE DEFAULTED IN ANY MATERIAL RESPECT IN THE PERFORMANCE OF ANY MATERIAL
OBLIGATION UNDER THIS AGREEMENT.
11.02
EFFECT OF TERMINATION.
IF A PARTY TERMINATES THIS AGREEMENT IN
ACCORDANCE WITH SECTION 11.01, SUCH TERMINATION WILL BE WITHOUT LIABILITY TO
SUCH PARTY OR TO ANY AFFILIATE,
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MEMBER, SHAREHOLDER, PARTNER, DIRECTOR, MANAGER, OFFICER, EMPLOYEE, AGENT,
CONSULTANT, ATTORNEY, OR OTHER REPRESENTATIVE OF SUCH PARTY.
UPON A TERMINATION
OF THIS AGREEMENT, THE OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE OF NO
FURTHER FORCE OR EFFECT, PROVIDED THAT:
(A)
THE OBLIGATIONS OF THE PARTIES UNDER ARTICLE XII, ARTICLE XIII,
15.01, 15.02 AND 15.13 AND UNDER SHALL SURVIVE SUCH TERMINATION; AND
(B)
SUCH TERMINATION SHALL BE WITHOUT PREJUDICE TO THE RIGHTS OF THE
PARTIES TO ANY PAYMENTS DUE UNDER THIS AGREEMENT EXISTING AT THE TIME OF
TERMINATION; ANY