Common use of Buyer Termination Clause in Contracts

Buyer Termination. This Agreement may be terminated by Buyer at any time prior to the Closing, if (a) Seller or the Selling Subsidiary shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (i) would result in the failure of the conditions set forth in Section 5.02(a) or 5.02(b) and (ii) is not capable of being cured by Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Buyer’s delivery of written notice to Seller of such breach or failure to perform; (b) if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillment; or (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause (a) if, at the time of termination, Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Principal Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) and (ii), such failure or inaccuracy (A) would result in give rise, if occurring or continuing on the Principal Closing Date, to the failure of the conditions a condition set forth in Section 5.02(a5.01(a) or 5.02(b) Section 5.01(b), as applicable, and (iiB) has not been cured or is not capable incapable of being cured by Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before its Affiliates prior to the earlier of (x1) the Outside Date and (y2) the date that is thirty (30) calendar days following Buyer20th business day after Seller’s delivery receipt of written notice thereof from Buyer; provided that such 20th business day shall be extended (up to the Outside Date) so long as Seller of is using its commercially reasonable efforts to cure any such breach or failure to perform; breach; (b) at any time prior to the Principal Closing, if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillmenta Principal Closing Legal Impediment exists that is final and non-appealable; or or (c) if the Principal Closing shall not have occurred on or before the Outside Date; provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material Agreement, which breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of would give rise to the failure of the conditions a condition set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable5.02.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) and (ii), such failure or inaccuracy (A) would result in give rise, if occurring or continuing on the Closing Date, to the failure of the conditions a condition set forth in Section 5.02(a5.01(a) or 5.02(b) Section 5.01(b), as applicable and (iiB) has not been or is not capable incapable of being cured by Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before prior to the earlier of (x1) the Outside Date and (y2) the date that is thirty twentieth (3020th) calendar days following Buyerbusiness day after Seller’s delivery receipt of written notice thereof from Buyer; provided that such twentieth (20th) business day shall be extended (up to the Outside Date) so long as Seller of is using its commercially reasonable efforts to cure any such breach or failure to performbreach; (b) at any time prior to the Closing, if any of the conditions set forth in Section 5.01 precedent to the performance of Buyer’s obligations at the Closing shall have become incapable of fulfillmentfulfillment by the Outside Date; or (c) if the Closing shall not have occurred on or before the Outside Date; provided. Notwithstanding anything herein to the contrary, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicableAgreement.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) and (ii), such failure or inaccuracy (A) would result in give rise, if occurring or continuing on the Closing Date, to the failure of the conditions a condition set forth in Section 5.02(a5.01(a) or 5.02(b) Section 5.01(b), as applicable, and (iiB) has not been cured or is not capable incapable of being cured by Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before its Affiliates prior to the earlier of (x1) the Outside Date and (y2) the date that is thirty (30) calendar days following Buyer20th business day after Seller’s delivery receipt of written notice thereof from Buyer; provided that such 20th business day shall be extended (up to the Outside Date) so long as Seller of is using its commercially reasonable efforts to cure any such breach or failure to performbreach; (b) at any time prior to the Closing, if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillmenta Closing Legal Impediment exists that is final and non-appealable; or (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination neither Buyer nor Buyer Israeli Subsidiary is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicableAgreement.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Principal Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this Agreement, which breach or failure to perform Agreement (i) would result in the failure other than any obligation of the conditions Seller and its Affiliates set forth in Section 5.02(a6.06(e), excluding Seller’s obligation to deliver the Supplemental Financial Information) or 5.02(b(ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate in any material respect when made and, in the case of clauses (i) and (ii) is not capable ), such failure or inaccuracy has a Material Adverse Effect as of being cured by the Principal Closing, and Buyer shall have given Seller a reasonable opportunity to cure any such failure or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or inaccuracy to so comply before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Buyer’s delivery of written notice to Seller of such breach or failure to performPrincipal Closing; (b) at the Principal Closing, if any of the conditions set forth in Section 5.01 precedent to the performance of Buyer’s obligations at the Principal Closing shall have become incapable of fulfillment; or (c) if the Principal Closing shall not have occurred on or before the Outside Date; or (d) upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the transactions contemplated by this Agreement (by injunction or otherwise); provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause (a) if, if at the time of termination, termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicableAgreement.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate when made and, which breach or failure to perform in the case of clauses (i) would result in the failure of the conditions set forth in Section 5.02(a) or 5.02(b) and (ii) is not capable of being cured by Seller ), such failure or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Buyer’s delivery of written notice inaccuracy would be reasonably likely to Seller of such breach or failure to perform; (b) if result in any of the conditions set forth in Section 5.01 Sections 5.01(a) or 5.01(b) not being satisfied as of the Closing Date, and Buyer shall have given Seller a reasonable opportunity to cure any such failure or inaccuracy (if curable) to so comply on or prior to the Outside Date; (b) at the Closing, if any of the conditions precedent to the performance of Buyer’s obligations at the Closing shall have become incapable of fulfillment; or (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicableAgreement.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Principal Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this Agreement, which breach Agreement or failure to perform (i) would result in the failure of the conditions set forth in Section 5.02(a) or 5.02(b) and (ii) is not capable any one or more of being cured by the representations or warranties of Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, contained in this Agreement shall not prove to have been cured by Seller or the Selling Subsidiary on or before the earlier of (x) the Outside Date and (y) the date inaccurate, such that is thirty (30) calendar days following Buyer’s delivery of written notice to Seller of such breach or failure to perform; (b) if any of the conditions set forth in Section 5.01 would not be satisfied at the Principal Closing and, in each case, such failure to comply or inaccuracy is not cured prior to the earlier of (1) the Outside Date and (2) twenty (20) business days after written notice thereof is delivered to Seller; provided, however, that such twentieth (20th) business day shall have become incapable of fulfillmentbe extended (up to the Outside Date) so long as Seller is using its commercially reasonable efforts to cure such failure to comply or inaccuracy; or or (cb) if the Principal Closing shall not have occurred on or before the Outside Date; provided that in the event that (i) the Comparative Quarterly Financial Statements shall not have been delivered to Buyer prior to the Outside Date and (ii) the conditions set forth in Section 5.01 have been satisfied or waived, other than (x) with respect to the delivery of the Comparative Quarterly Financial Statements and (y) the conditions that by their nature are to be satisfied by actions to be taken at the Principal Closing, then the Outside Date shall be automatically extended until October 15, 2017; provided, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause clauses (a) if, or (b) if at the time of termination, termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary a manner that would cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing 5.02 not to have occurred on or before the Outside Date, as applicablebe satisfied.

Buyer Termination. This Agreement may be terminated by Buyer Buyer: (a) at any time prior to the Principal Closing, if (ai) Seller or the Selling Subsidiary shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Seller’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Seller contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) and (ii), such failure or inaccuracy (A) would result in give rise, if occurring or continuing on the Principal Closing Date, to the failure of the conditions a condition set forth in Section 5.02(a5.01(a) or 5.02(b) Section 5.01(b), as applicable and (iiB) has not been or is not capable incapable of being cured by Seller or the Selling Subsidiary by the Outside Date or, if capable of being cured, shall not have been cured by Seller or the Selling Subsidiary on or before prior to the earlier of (x1) the Outside Date and (y2) the date that is thirty twentieth (3020th) calendar days following Buyerbusiness day after Seller’s delivery receipt of written notice thereof from Buyer; provided that such twentieth (20th) business day shall be extended (up to the Outside Date) so long as Seller of is using its commercially reasonable efforts to cure any such breach or failure to performbreach; (b) at any time prior to the Principal Closing, if any of the conditions set forth in Section 5.01 precedent to the performance of Buyer’s obligations at the Principal Closing shall have become incapable of fulfillmentfulfillment by the Outside Date; or (c) if the Principal Closing shall not have occurred on or before the Outside Date; provided. Notwithstanding anything herein to the contrary, however, that Buyer may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Buyer’s material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicableAgreement.