NO DEFAULT TERMINATION Sample Clauses

NO DEFAULT TERMINATION. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing as follows: (a) in its entirety by mutual written agreement of Seller and Purchaser; (b) in its entirety if a court of competent jurisdiction or other governmental agency shall have issued an order, decree, or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift), in each case permanently restraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling, or other action shall have become final and nonappealable; or (c) by the Purchaser in its entirety if any Seller representations, warranties, covenants or agreements contained in this Agreement (other than the conditions contained in Section 5.2 hereof) are untrue or become untrue in any material respect, which breach cannot be or has not been cured within five (5) business days after the giving of written notice by the Purchaser to the Seller specifying such breach. Upon termination of this Agreement prior to Closing in accordance with this Section 9.1, except as otherwise expressly provided herein, Purchaser shall be entitled to a refund of the Deposit and the parties shall have no further liability hereunder except that the following provisions of this Agreement shall survive any such termination: Section 4.1(c), Section 4.5, and Section 4.6(b)(vi).