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<br />ARTICLE 10 <br />Termination <br /> <br />Section 10.1 Termination Events. This Agreement may be <br />terminated and the transactions contemplated hereby may be <br />abandoned: <br />(a) at any time, by the mutual agreement of the Buyer <br />and Seller; <br />(b) by either Buyer or Seller, if the other is in <br />material breach or default of its respective covenants, <br />agreements or other obligations hereunder or if any of its <br />representations and warranties herein are not true and accurate <br />in all material respects when made or when otherwise required by <br />this Agreement to be true and accurate in all material respects; <br />(c) by Seller, if any of the conditions to its <br />obligations set forth in Section 8.1 shall not have been <br />satisfied as of Closing, unless satisfaction shall have been <br />frustrated or made impossible by an act or failure to act of <br />seller; or <br />(d) by Buyer, if any of the conditions to its <br />obligations set forth in Section 8.2 shall not have been <br />satisfied as of Closing, unless satisfaction shall have been <br />frustrated or made impossible by an act or failure to act of <br />Buyer; or ' <br />(e) by either Buyer or Seller upon written notice to <br />the other, if the transactions contemplated by this Agreement are <br />not consummated on or prior to March 31, 1995, for any reason <br />other than a material breach or default by such party of its <br />respective covenants, agreements or other obligations hereunder <br />or any of its representations herein not being true and accurate <br />in all material respects when made or when otherwise required by <br />this Agreement to be true and accurate in all material respects. <br />Section 10.2 Effect of Termination. If this Agreement <br />shall be terminated pursuant to Section 10.1, all obligations of <br />the parties hereunder shall terminate, except for the obligations <br />set forth in Section 11.1. <br />ARTICLE 11 <br />Miscellaneous <br />Section 11.1 Expenses. Each of the parties shall pay its <br />own expenses and the fees and expenses of its counsel, <br />accountants and other experts. <br />17 <br />