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7. TERMINATION; AMENDMENT AND WAIVERS
7.1 TERMINATION
Notwithstanding anything to the contrary contained in this Agreement,
this Agreement may be terminated and the transactions contemplated hereby may be
abandoned at any time prior to the Closing:
(1) by mutual written consent of Buyer and Zapata;
(2) by Buyer or Zapata if the Closing shall not have occurred on
or before March 15, 1995;
(3) by Zapata if any of the conditions to its obligations to
consummate this Agreement set forth in Section 4.2 of this Agreement or
elsewhere herein shall not have been fulfilled on or prior to the date
specified for fulfillment thereof, or shall have become incapable of
fulfillment, and shall not have been waived as provided herein;
(4) by Buyer if any of the conditions to its obligations to
consummate this Agreement set forth in Section 4.1 of this Agreement or
elsewhere herein shall not have been fulfilled on or prior to the date
specified for fulfillment thereof, or shall have become incapable of
fulfillment, and shall not have been waived as provided herein;
(5) by Zapata if any of the representations, warranties or
statements made by Buyer in this Agreement shall be untrue or incorrect
in any respect;
(6) by Buyer if any of the representations, warranties or
statements made by Zapata in this Agreement shall be untrue and incorrect
in any respect; or
(7) by Zapata or Buyer if the consummation of such transactions
would violate any nonappealable final order, decree or judgment of any
court or governmental body having competent jurisdiction enjoining,
restraining or otherwise preventing, or awarding substantial damages in
connection with or imposing a material adverse condition upon, the
consummation of this Agreement or the transactions contemplated hereby.
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