EACH MCE MANAGEMENT
AGREEMENT AND (B) THE ASSUMED LIABILITIES OR THE EXCLUDED LIABILITIES, AND BUYER
AND SELLER EACH EXPRESSLY WAIVES ANY AND ALL OTHER RIGHTS OR CAUSES OF ACTION IT
OR ITS AFFILIATES MAY HAVE AGAINST THE OTHER PARTY OR ITS AFFILIATES FOR
MONETARY RELIEF NOW OR IN THE FUTURE UNDER ANY LAW WITH RESPECT TO THE
TRANSACTION.
135
ARTICLE VIII
TERMINATION
SECTION 8.1
TERMINATION BY MUTUAL CONSENT.
THIS AGREEMENT MAY BE
TERMINATED AT ANY TIME PRIOR TO THE CLOSING BY MUTUAL WRITTEN AGREEMENT OF
SELLER AND BUYER.
SECTION 8.2
TERMINATION BY EITHER BUYER OR SELLER.
THIS AGREEMENT
MAY BE TERMINATED AT ANY TIME PRIOR TO THE CLOSING BY BUYER OR SELLER, BY GIVING
WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY, IF (A) SUBJECT TO SECTION
2.8(B), THE CLOSING SHALL NOT HAVE OCCURRED ON OR BEFORE JULY 31, 2006 (THE
"OUTSIDE DATE") SO LONG AS THE PARTY PROPOSING TO TERMINATE HAS NOT BREACHED IN
ANY MATERIAL RESPECT ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR OTHER
AGREEMENTS UNDER THIS AGREEMENT IN ANY MANNER THAT SHALL HAVE PROXIMATELY
CONTRIBUTED TO THE FAILURE OF THE CLOSING TO SO OCCUR (SUCH BREACHING PARTY, A
"PROXIMATE CAUSE PARTY"); PROVIDED, HOWEVER, THAT IF ANY GOVERNMENT ANTITRUST
ENTITY HAS NOT COMPLETED ITS REVIEW OF THE TRANSACTION OR THE TRANSACTIONS
CONTEMPLATED BY THE FRIENDCO PURCHASE AGREEMENT BY SUCH TIME, OR EITHER PARTY
DETERMINES IN GOOD FAITH AT SUCH TIME THAT ADDITIONAL TIME IS NECESSARY IN ORDER
TO FORESTALL ANY ACTION TO RESTRAIN, ENJOIN OR PROHIBIT THE TRANSACTION OR THE
TRANSACTIONS CONTEMPLATED BY THE FRIENDCO PURCHASE AGREEMENT BY ANY GOVERNMENT
ANTITRUST ENTITY, AND, IN EITHER SUCH CASE, ALL CONDITIONS SET FORTH IN ARTICLE
VI (OTHER THAN SECTION 6.1(D)) HAVE BEEN SATISFIED OR WAIVED IN WRITING BY THE
PARTY ENTITLED TO THE BENEFIT THEREOF OR ARE IMMEDIATELY CAPABLE OF BEING
SATISFIED, THEN IN EITHER SUCH CASE, SUCH DATE MAY BE EXTENDED BY EITHER PARTY
TO A DATE NOT BEYOND OCTOBER 31, 2006 (THE "EXTENDED OUTSIDE DATE"); PROVIDED,
FURTHER, THAT IF THE CLOSING HAS NOT OCCURRED BY SUCH DATE AS A RESULT OF THE
FAILURE TO SATISFY SECTION 6.1(I) BY REASON OF ACTIONS BY, OR FAILURE TO OBTAIN
GOVERNMENTAL AUTHORIZATIONS FROM, ANY GOVERNMENTAL ANTITRUST ENTITY OR THE FCC,
THEN SUCH DATE SHALL BE EXTENDED FOR AN ADDITIONAL SIX MONTHS FOLLOWING THE DATE
THAT THE EXTENDED OUTSIDE DATE WOULD OTHERWISE OCCUR OR (B) ANY LAW (OTHER THAN
AN ORDER, JUDGMENT OR RULING CONTEMPLATED BY SECTION 8.3(D)(II) OR 8.4(C)(II))
PERMANENTLY RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING CONSUMMATION OF THE
TRANSACTION SHALL BECOME FINAL AND NON-APPEALABLE.
SECTION 8.3
TERMINATION BY SELLER.
THIS AGREEMENT MAY BE TERMINATED
AT ANY TIME PRIOR TO THE CLOSING BY SELLER, BY WRITTEN NOTICE TO BUYER:
(A)
PRIOR TO THE COMMENCEMENT OF THE CONFIRMATION HEARING, IF (I) AS
OF THE DATE OF SUCH TERMINATION, SELLER IS NOT IN BREACH OF SECTION 5.10, (II)
THE BOARD AUTHORIZES SELLER, SUBJECT TO COMPLYING WITH THE TERMS OF THIS
AGREEMENT, TO ENTER INTO A BINDING WRITTEN AGREEMENT CONCERNING A TRANSACTION
THAT CONSTITUTES A