Common use of Circumstances for Termination Clause in Contracts

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity): (a) by the mutual written consent of Purchasers, on the one hand, and Company, Holdco and Sellers, on the other hand; (b) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) the non-terminating party is in material breach of any material provision of this Agreement and such breach shall not have been cured (to the extent curable) within ten (10) days of receipt by such party of written notice from the terminating party of such breach; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and (c) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) the Closing has not occurred on or prior to the Outside Closing Date for any reason; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and (d) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) satisfaction of a closing condition of the terminating party in Article VII is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement. For the avoidance of doubt, the failure of any of the representations and warranties made by Sellers, Company and Holdco in this Agreement to be true and correct in all material respects at any time on or prior to the Closing Date shall be deemed to be a material breach of a material provision of this Agreement.

Circumstances for Termination. At any time prior to and until the Closing, this Agreement may be terminated and the Transaction abandoned, notwithstanding adoption and approval thereof by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):boards of directors of any party hereto: (a) by By the mutual written consent of Purchasers, on the one hand, Purchaser and Company, Holdco and Sellers, on the other handSeller; (b) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, By Purchaser if (i) the non-terminating party satisfaction of a closing condition in Section 8.1 is impossible or Seller is in material breach of any material provision of this Agreement Agreement, which breach is not cured in a timely manner and such breach shall not have been cured (would give rise to a failure to satisfy the extent curableconditions set forth in Sections 8.1(a) within ten (10) days of receipt by such party of written notice from the terminating party of such breach; and (ii) the terminating party or 8.1(b), provided, that Purchaser is not, on the date of termination, in material breach of any material provision of this Agreement; and or (cii) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) the Closing has not occurred on or prior to July 1, 2005 (the “Outside Closing Date Date”) for any reason, provided, that Purchaser shall not have breached its obligations hereunder in any manner that shall have been the principal cause of the failure to consummate the Closing by such date; or (c) By Seller if (i) satisfaction of a closing condition in Section 8.2 is impossible or Purchaser is in breach of any provision of this Agreement, which breach is not cured in a timely manner and (iiwould give rise to a failure to satisfy the conditions set forth in Sections 8.2(a) the terminating party or 8.2(b), provided, that Seller is not, on the date of termination, in material breach of any material provision of this Agreement; and (d) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other hand, if (i) satisfaction of a closing condition of the terminating party in Article VII is impossible; and (ii) if the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement. For the avoidance of doubt, the failure of any of the representations and warranties made by Sellers, Company and Holdco in this Agreement to be true and correct in all material respects at any time Closing has not occurred on or prior to the Outside Closing Date for any reason, provided, that Seller shall be deemed not have breached its obligations hereunder in any manner that shall have been the principal cause of the failure to be a material breach of a material provision of this Agreementconsummate the Closing by such date.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):notice: (ai) by the mutual written consent of Purchasers, on the one hand, Purchaser and Company, Holdco and Sellers, on the other handShareholder; (bii) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other handPurchaser, if (i) the non-terminating party Shareholder and/or Seller is in material breach of any material provision of this Agreement Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Article7, and such breach shall not have been cured within thirty (to the extent curable) within ten (1030) days of receipt by such party of written notice from the terminating party of such breach; and (ii) , provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and; (ciii) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other handShareholder, if Purchaser is in material breach of any provision of this Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Article 7 and such breach shall not have been cured within thirty (i30) days of written notice from the Closing has not occurred on or prior to the Outside Closing Date for any reason; and (ii) terminating party of such breach, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and; (div) by either Purchasers, on Purchaser or Shareholder if the one hand, or Company, Holdco and Sellers, on the other hand, if (i) satisfaction of a closing condition of the terminating party in Article VII is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement. For the avoidance of doubt, the failure of any of the representations and warranties made by Sellers, Company and Holdco in this Agreement to be true and correct in all material respects at any time Closing has not occurred on or prior to May 31, 2020, or such later date as mutually agreed to in writing by the parties, for any reason, provided, that the terminating party shall not have breached its obligations hereunder in any manner that shall have contributed to the failure to consummate the Closing Date shall be deemed to be a material breach of a material provision of this Agreement.by such date;

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity): (a) by the mutual written consent of Purchasers, on the one hand, Purchaser and Company, Holdco and Sellers, on the other handSeller; (b) by either Purchasers, on the one hand, Purchaser or Company, Holdco and Sellers, on the other hand, Seller if (i) the non-terminating party (including for these purposes only in respect of the Seller, both Seller and all of the Members) is in material breach of any material provision of this Agreement and such breach shall not have been cured within thirty (to the extent curable) within ten (1030) days of receipt by such party of written notice from the terminating party of such breach; and (ii) the terminating party (including for these purposes only in respect of the Seller, both Seller and all of the Members) is not, on the date of termination, in material breach of any material provision of this Agreement; and; (c) by either Purchasers, on the one hand, Purchaser or Company, Holdco and Sellers, on the other hand, Seller if (i) the Closing has not occurred on or prior to January 31, 2007 (the “Outside Closing Date Date”) for any reason; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and (d) by either Purchasers, on the one hand, Purchaser or Company, Holdco and Sellers, on the other hand, Seller if (i) satisfaction of a closing condition of the terminating party in Article VII 9 is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement. For the avoidance of doubt, the failure of any of the representations and warranties made by Sellers, Company and Holdco in this Agreement to be true and correct in all material respects at any time on or prior to the Closing Date shall be deemed to be a material breach of a material provision of this Agreement.

Circumstances for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice explaining the reason for such termination (without prejudice to other remedies which may be available to the parties under this Agreement, at law or in equity):notice: (ai) by the mutual written consent of Purchasers, on the one hand, AHP and Company, Holdco and Sellers, on the other handParent; (bii) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other handAHP, if (i) the non-terminating party Parent and/or Merger Sub is in material breach of any material provision of this Agreement Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Section 9.1, and such breach shall not have been cured within thirty (to the extent curable) within ten (1030) days of receipt by such party of written notice from the terminating party of such breach; and (ii) , provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and; (ciii) by either Purchasers, on the one hand, or Company, Holdco and Sellers, on the other handParent, if AHP is in material breach of any provision of this Agreement, which material breach would give rise to a failure to satisfy any condition set forth in Section 9.2, and such breach shall not have been cured within thirty (i30) days of written notice from the Closing has not occurred on or prior to the Outside Closing Date for any reason; and (ii) terminating party of such breach, provided, that the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement; and; (div) by either Purchasers, on AHP or Parent if the one hand, or Company, Holdco and Sellers, on the other hand, if (i) satisfaction of a closing condition of the terminating party in Article VII is impossible; and (ii) the terminating party is not, on the date of termination, in material breach of any material provision of this Agreement. For the avoidance of doubt, the failure of any of the representations and warranties made by Sellers, Company and Holdco in this Agreement to be true and correct in all material respects at any time Closing has not occurred on or prior to April 30, 2021, or such later date as mutually agreed to in writing by the parties, for any reason, provided, that the terminating party shall not have breached its obligations hereunder in any manner that shall have contributed to the failure to consummate the Closing Date shall be deemed to be a material breach of a material provision of this Agreement.by such date; ;