12.1
Termination. Anything contained in this Agreement to the
contrary notwithstanding, this Agreement may be terminated at any time prior to
the Closing Date:
(A)
BY THE MUTUAL CONSENT OF BUYER AND AON;
(B)
BY BUYER IN THE EVENT OF ANY BREACH BY AON OF ANY OF ITS
AGREEMENTS, REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN WHICH HAS RESULTED IN
A MATERIAL ADVERSE EFFECT
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and the failure of Aon to cure such breach within 30 days after receipt of
notice from Buyer requesting such breach to be cured;
(C)
BY AON IN THE EVENT OF ANY BREACH BY BUYER OF ANY OF BUYER'S
AGREEMENTS, REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN WHICH HAS RESULTED IN
A MATERIAL ADVERSE EFFECT ON BUYER'S ABILITY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THE FAILURE OF BUYER TO CURE SUCH BREACH WITHIN 30 DAYS
AFTER RECEIPT OF NOTICE FROM AON REQUESTING SUCH BREACH TO BE CURED;
(D)
BY BUYER OR AON IF ANY COURT OF COMPETENT JURISDICTION IN THE
UNITED STATES OR OTHER UNITED STATES ADMINISTRATIVE AUTHORITY SHALL HAVE ISSUED
A FINAL AND NON-APPEALABLE ORDER, DECREE OR RULING PERMANENTLY RESTRAINING,
ENJOINING OR OTHERWISE PROHIBITING THE CONSUMMATION OF ANY MATERIAL TRANSACTION
CONTEMPLATED HEREBY; OR
(E)
BY BUYER OR AON IF THE CLOSING SHALL NOT HAVE OCCURRED ON OR
BEFORE MARCH 31, 2007; PROVIDED, HOWEVER, THAT EITHER PARTY MAY BY WRITTEN
NOTICE TO THE OTHER PARTY DELIVERED ON OR BEFORE MARCH 31, 2007 EXTEND SUCH DATE
UNTIL ANY DATE PRIOR TO MAY 31, 2007 IF THE FAILURE OF THE CLOSING TO HAVE
OCCURRED ON OR BEFORE MARCH 31, 2007 SHALL HAVE RESULTED FROM THE FAILURE OF THE
CONDITION SET FORTH IN SECTION 9.3 AND 10.3; PROVIDED, FURTHER, THAT THE RIGHT
TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 12.1(E) SHALL NOT BE
AVAILABLE TO ANY PARTY WHOSE FAILURE TO FULFILL ANY OF ITS OBLIGATIONS CONTAINED
IN THIS AGREEMENT HAS BEEN THE CAUSE OF, OR RESULTED IN, THE FAILURE OF THE
CLOSING TO HAVE OCCURRED ON OR PRIOR TO THE AFORESAID DATE.
Section 12.2
Notice of Termination. Any party desiring to terminate this
Agreement pursuant to Section 12.1 shall give written notice of such termination
to the other parties to this Agreement.
Section 12.3
Effect of Termination. If this Agreement shall be
terminated pursuant to this Article XII, all further obligations of the parties
under this Agreement (other than Section 13.9) shall be terminated without
further liability of any party to the other; provided, however, that nothing
herein shall relieve any party from liability for its willful breach of this
Agreement.
Section 12.4
Specific Performance. The parties agree that irreparable
damage would occur in the event that any of the terms or provisions of this
Agreement were not performed in accordance with their specific wording or were
otherwise breached. It is accordingly agreed that, notwithstanding anything to
the contrary contained in this Agreement, each of the parties hereto shall be
entitled, without the necessity of posting a bond, to a temporary restraining
order and to a preliminary and final