Common use of Termination by Acquiror Clause in Contracts

Termination by Acquiror. Acquiror, when not in material default in the performance of its obligations under this Agreement or the Arrangement Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Shareholder if: (a) any of the representations and warranties of the Shareholder under this Agreement shall not be true and correct in all material respects; (b) the Shareholder shall not have complied with its covenants to Acquiror contained in this Agreement in all material respects; provided, however, that such termination shall be without prejudice to any rights which Acquiror may have as a result of any default by the Shareholder prior to such termination.

Termination by Acquiror. Acquiror, when not in material default in the performance of its obligations under this Agreement or the Arrangement Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Shareholder if:: <PAGE> (a) any of the representations and warranties of the Shareholder under this Agreement shall not be true and correct in all material respects; (b) the Shareholder shall not have complied with its covenants to Acquiror contained in this Agreement in all material respects; provided, however, that such termination shall be without prejudice to any rights which Acquiror may have as a result of any default by the Shareholder prior to such termination.