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200209214 AMCf.E u TER NAtrON S,MON 11.01. Termfnanme. Thu Agreement may be terminated and the Margin may be abandoned a my time prim to the Effective Tt (net ftmudimg my approval of this Agreement by the shareboklera of the Company): (a) by mutual written agreement of the Company and Patient; (b) by either the Company or Paint. t: (i) the Offer has ant been consumm tied w a before Match 1, 2001; provided that the right to termimm this Agreement puranmt to this Section 11.01(bxi) shall not be available to my patty whose breach of my provision of this Agreement results in the failure of the Offer to be consummated by such date; (u) there shall be my law or regulation that makes ecaptau« fm payment of, ad payment for. the Shares putsume to the Offec or commrm more of the Merge illegal or otherwise Ixol ibited or My jndgnem, imjunetion. order or deities, of my court or governmental body having CoMpe tat jurisdiction pemmaotly emjommg MeW Subsidiary from accepting for Payer of ad paying for. the Shares penman[ to the Offer or Metga Sohddiary, Company or parent from canm®aang the Mager and such judgment, rejmaron, order or decry shall have became final and mosppealable; or (iii) prim to the acceptance for payment of the Shatea under the Offa. the Board of Duwtms of the Company shall have failed to make, withdr awn, or modified in a manner adverse in Parent its approval or tecommendatim of this Agrx meM the Offer a the Mager, in permitted by Section 7.03(bXiv); provided that the Company shall have paid my amounts dne Ptmaaant to Sections 12.04(b) and (c) in accordance with the aims, and at the times, specified therein. end provided, further, that. in the case of my te®immon by the Company. (x1 the Company oalfie Parent promptly in writing and at least 72 boors prior to such termi sedon, of its intention to laminate this Agreement and m rota men a binding written agreement concerning an Acquisition Ptoposel that constimms a Superior proposal of the name described in Section 7.03(c), machiug the moat current version of such agreement (or a description of an material tams and conditions thereof), and (y) Parent does not make. within 72 hours of receipt of inch 1`110011 noagemm an offer then the Board of Directors of the Company dtxammer, in good faith after consultation with its financial advisors, a a least as favorable to the shareholders of the Company u inch Superior Proposal. it bang understood that the Company dial rem eater am, my orb binding agreement 6m=g mch 72 -hour period; car (c) by parent if prim to the acceptance for payment of the Shares under the Offer, there has been a breach by the Company of my mpram0tim4 warranty, contains or agitations contained m this Agreement that is not curable and mch breath would give rise to a failure of the condition sat forth in (c) of Annex I hereof; or (d) by the Company, if print in the acceptance for payment of the Shares under the Offer there has ban a breach by Patent of my rep"Me mon, wmamy, covenant or agreement c mamad in this Agreemeat that a not curable and such breach would give rim to a fsilme of the cooditiou sat forth in (c) of Amex I hereof (which, for purposes of this Section 11.01(4) only shall apply mutatis mua°dis to parent). The party desiring to temivate this Agreement pursuant m this Sacdm 11.01 (other than Persamt to Section I1.01(a)) shall give notice of such termmaaom in the other party. SwrioN 11.02. Effect ojTerrnbm If this Agreement a terminated ptnmom to Section 11.01, this Agrameot shall become veld and of no affect with on "Wiry on tha Pas of my Prey (or my maehoida. director, offices. cmPPWYM Win, enamltmt in represem mere of such parry) to the otter party harem, provided that (x) if such termination shall result from the willful (i) failure of either parry to f da a condition in the A -32