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(iv) Escrow Instructions. The Buyer shall have delivered to the Escrow <br />Agent an executed copy of joint written instructions releasing the First Option Payment <br />to the Seller (if the First Option Payment has not previously been released to Seller as <br />provided for herein). <br />(b) Delivery of the Closing Pavrnent. The Buyer shall have delivered to the <br />Escrow Agent for delivering to Seller and the Individuals, as applicable, the Closing Payment by <br />wire transfer of immediately available funds to the bank account(s) indicated in the payment <br />instructions provided pursuant to Section 6.2(a)(iii). <br />6.4 Notification of Certain Matters: Supplement to Disclosure Schedules. Prior to the <br />Closing, the Seller or the Individuals shall deliver to the Buyer written notice of any event or <br />development that (a) constitutes or results in a breach by the Seller or the Individuals of, or a <br />failure by the Seller or the Individuals to comply with, any agreement or covenant in this <br />Agreement applicable to it; or (b) occurs after the date hereof which, if it had occurred prior to <br />the date hereof, would have caused or constituted, or would have reasonably been expected to <br />have caused or constituted, a breach of any of the representations or warranties of the Seller or <br />the Individuals contained in this Agreement (as modified by the Disclosure Schedules). The <br />furnishing of amended, corrected and supplemental information shall not be deemed to amend <br />this Agreement and the Disclosure Schedules, unless approved in writing by the Buyer in the <br />Buyer's sole discretion, and only upon such approval by the Buyer will the amended Disclosure <br />Schedules be the definitive Disclosure Schedules for all purposes hereunder, including the <br />satisfaction of the conditions to the obligations of each Party hereto set forth in this Article VI. <br />ARTICLE VII. <br />TERMINATION <br />7.1 Termination. Notwithstanding anything herein to the contrary, this Agreement <br />may be terminated at any time prior to the Closing Date: <br />(a) By the mutual consent of the Buyer on the one hand, or the Seller or the <br />Individuals on the other hand, in a written instrument <br />(b) By either the Buyer on the one hand, or the Seller and the Individuals on <br />the other hand, upon written notice to the other, if. <br />(i) the Closing has not occurred prior to the expiration of the Option <br />Term (as it may have been extended pursuant to the terms herein); provided, however, <br />that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be <br />available to a Party whose failure to fulfill any material obligation under this <br />Agreement or other material breach of this Agreement has been the primary cause of, or <br />resulted in, the failure of the Transactions to have been consummated on or before such <br />Termination Date; <br />(ii) any Governmental Authority has issued a statute, rule, order, <br />decree or regulation or taken any other action, in each case permanently restraining, <br />enjoining, limiting, or otherwise prohibiting the consummation of the Transactions or <br />30 <br />