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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 Payment. 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 />