Common use of Failure to Agree Clause in Contracts

Failure to Agree. (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.

Failure to Agree. (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, then (x) either the Founder Parties or (b) a Party is not satisfied with Sponsor, as the results of its due diligence investigationcase may be, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties Parties, and (IIy) this Agreement shall terminate with respect to each such withdrawing Party, following which the provisions of Section 6.02(a) will apply.

Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (iib) with the Special Committee on the material terms of a Transaction transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (IIii) this Agreement shall terminate with respect to such withdrawing Party.

Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (iib) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or then (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties Transaction; and (IIii) this Agreement shall terminate with respect to such withdrawing Party, following which the provisions of Section 6.02 will apply.

Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves the Sponsor Parties, on the one hand, and the Founder Parties, on the other hand, upon the material terms of the Transaction or the Debt Financing for the TransactionDefinitive Documents, or (iib) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, then subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties Parties; and (IIii) this Agreement shall terminate with respect to such withdrawing Partyparty.

Failure to Agree. (a) If the Parties are unable to agree either (ia) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, ; or (iib) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (Ii) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (IIii) this Agreement shall terminate with respect to such withdrawing Party.

Failure to Agree. At any time prior to execution and delivery of a Merger Agreement, if (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.

Failure to Agree. (a) If the Parties are unable to agree either (i) as between among themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a the Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party. Upon termination of this Agreement with respect to all Parties, the Parties shall jointly own but may use separately all of the due diligence information, advice and work product in relation to the Transactions and any Advisors appointed under this Agreement may continue to advise, separately, any of the Parties.

Failure to Agree. At any time prior to execution and delivery of a Merger Agreement, if (a) If the Parties are unable to agree either (i) as between themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee Target Board on the material terms of a Transaction which the Special Committee Target Board agrees to recommend to the public shareholders of the Target, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.

Failure to Agree. If (a) If the Parties are unable to agree either (i) as between among themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee on the material terms of a the Transaction which the Special Committee agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to the Sponsor’s consent and Section 5.3(a6.3(a), (I) a any Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall immediately terminate with respect to such withdrawing Party.

Failure to Agree. (a) If the Parties are unable to agree either (i) as between among themselves upon the material terms of the Transaction or the Debt Financing for the Transaction, or (ii) with the Special Committee Company on the material terms of a the Transaction which the Special Committee Board agrees to recommend to the public shareholders of the TargetCompany, or (b) a Party is not satisfied with the results of its due diligence investigation, then, subject to Section 5.3(a), (I) a Party may cease its participation in the Transaction by delivery of a written notice to the other Parties and (II) this Agreement shall terminate with respect to such withdrawing Party.